Adventure of Ben & Benni
by bennet001
Summary: A new Story I wanted to try my hand at first ever story I ever wrote story takes place in Ben 10 universe with the addition of a custom character I made. I made. How will the addition of this character and those he knows change the story? IDK! sorry bu this one is going on hiatus
1. Chapter 1

**I do not own Ben 10 or any affiliated character I simply have one or a few more characters that are my own creation this is for your enjoyment and my inspiration **

**Now the story begins **

**Prologue 1** fated meeting

Benjamin Tennyson, the greatest and Wisest of all the heroes, he has a great and powerful destiny ahead of him, but that would be later in his life. This is not even on the mind of the 8 year old Ben, what is on his mind though is who this special person his parents what him to see is.

They arrived at the Frank Tennyson's house without incident, albeit a little boring. Even before getting out of the car Ben sees a girl, in his eyes she is the most beautiful girl in the world, falling in love at the first sight of her. He and his parents approach the girl and now Ben notices familiar people stand around his goddess. The girl catches Ben's gaze and quickly looks away, blushing, and unnoticed by Ben; he felt a pain in his chest as he though she did not like him and dejectedly approached her and the people standing around her. Getting closer Ben saw that the people standing around the girl talking to his parents were in fact Frank and lili Tennyson his parent's equal counter parts and so the despair began.

"Hey there frank, hello lili." Stated Carl Tennyson Ben's dad.

"Frank, lili pleasure to see you again." Sandra Tennyson Ben's mom says drily

Shaking hand with each other, not very family like, both kids having a look of grimace as they look at each other with a small revelation beginning to ensue.

"Hello Carl, hello Sandra. How have you guys been doing? it's been years since we last saw each other?"

"Fine. We've been fine." Stated Carl with a grin only a Tennyson could make. "I would like to introduce you to my son Benjamin Tennyson."

"Hello Ben, this is my daughter Gwendolyn Tennyson." Stated frank

A look of pure horror flashed across the face of both Ben and Gwen that was unnoticed by either family members, only the thought _'he/she is my cousin'_ they both felt like they were hit both hit with a sledgehammer .

"Hello, Gwen." said Ben

"Hey there Ben." Said Gwen

They both said it calmly not wanting to attract attention to each other.

"Well we'll leave you two alone to talk I have some important things I want to talk to your parents about Ben." Frank said leaving the pair alone to chat.

"So you're my cousin?" Ben asked dumbfounded and heartbroken.

"Yea." Gwen answered heartbroken and dumbfounded to. "Hey lets talk in the house it's a little hot out here."

Leading Ben inside the house she presented him the whole house going upstairs finally showing him her room.

"How do you like it?" she asked.

"You house is very nice and clean especially your room." Ben answered this being his first time in a girl's room ever.

"Not that doofus. How do you like the fact that we're related?" Gwen asked with a troubled look on her face.

Ben just stood there with mouth opened in surprise. not at the question itself but at the fact that his cousin was the person asking him. the girl he had fallen in love with at first sight and the girl that brought him heartache from just simply being told they were related and wondered what his answer should be for her.

**End of prologue 1 **

**I plan to have at least three parts to the prologue since I want to keep them short if not I will get bored and stop writing for a long time maybe tomorrow I will update let see what happens please review and tell me if you want to see more of this or if you want me to stop this one I have three other stories I want to try with different cartoons**


	2. Chapter 2

**Update time wish I put it up sooner but had to finish up 3 projects 2 take home quizzes man I got a lot done today but I digress here is that next chapter in the prologue **

**Prologue ch2, You what!**

"How do you like the fact that were related?" Gwen asked?

Ben just stood there with mouth opened in surprise. Not at the question itself but at the fact that his cousin was the person asking him. The girl he had fallen in love with at first sight and the girl that brought him heartache from just simply being told they were related and wondered what his answer should be for her.

**Story begins **

"I love the fact that we're related." Ben said "I feel fine about it why?" Ben asked with a nonchalant face but on the inside he asked. _'What are you saying idiot? Tell her you love her. So what if she's your cousins tell her how you really feel, grow a pair.'_ He kept telling himself to no avail since he could not say it.

"dweeb." Gwen said solemnly

"What?" Ben asked

"**You are an idiot! I don't want to see you anymore leave from this room right now!**" Shouted Gwen angry at Ben's answer and at her-self for feeling she could still have a chance after what her parents had told them. "**Get out idiot, dweeb, doofus, dumbass!**"

"Wait, what did I say?" Ben tried to ask as he was being pushed out.

Gwen just slammed the door in his face. She then began crying out of earshot of Ben. Walking down the stairs Ben was asked a series of question of what happened upstairs his answer for all of them was nothing happened just him and Gwen playing, he said it loud enough so that Gwen who was upstairs could hear him.

"Nothing?" asked Carl.

"Nothing." responded Ben "we were just playing and I am sorry if we made to much noise" he responded in a half smile, still feeling great pains from the words Gwen said to him.

"Fine if you say you made that noise playing; then we believe you Ben." Stated Carl buying Ben's act.

A short time later Gwen came down; her eyes were a little puffy but it was almost imperceptible to anyone she then proceeded to talk to Ben as if nothing happened upstairs.

"That is the last time I pillow fight with you, you're very good." Gwen stated keeping up the lie. "Hey I want to talk to you outside. Come on." Gwen started to lead Ben outside to were no one could see them she then pulled him around the corner of her house and started kissing him much to Ben surprise but he felt really guilty about it.

He gently pulled out blushing red like an apple and panting from the passion of Gwen's kiss. He looked at her dumbfounded.

"What did you do that for?" Ben asked; not exactly angry but he was trying to fake it.

"To show you how I really feel about you." Gwen stated like it was a natural thing to do. "So now that I did that how do you feel about me now and let me tell you right now I don't care if we are cousins and I don't care if you don't want to see me anymore but I love you." Saying the last part with pride as she would and could not take it back no matter how much she would wish to.

**Gwen has confessed to ben what will ben's answer be to his cousins sudden words of love find out next time and the last part of the prologue before the real story**

**Next chapter "he got away"**


	3. Chapter 3

**A.N. well this may or may not be the last time I update daily life is pretty hectic as most of you know so enjoy this I have planned to début my character in this prologue so you guys can get to know him better also there was another story I just finished reading called a life alone made by I am the night and I am a big fan of cute ending and may or may not use that story as an arc. Without further adieu here is the story.**

**I do not own ben 10 nor anything related to other shows that I my allude to.**

**Prologue pt 3 (final pt) He got away**

_Gwen just kissed Ben what will happen now_

"_What did you do that for?" Ben asked not exactly angry but he was trying to fake it_

"_To show you how I really feel about you." Gwen stated like it was a natural thing to do. "So now that I did that how do you feel about me now and let me tell you right now I don't care if we are cousins and I don't care if you don't want to see me anymore but I love you." Saying the last part with pride as she would and could not take it back no matter how much she would wish to._

_Begin _

In the darkness of night as the cool spring air was coming in, there stood a figure cloaked in the darkness invisible to all noticed only by the bird that lay on his head unflinching he decided that this was getting to close, and he was always up for making a little suspense to those he found interest in. In that moment he jumped out from behind cover and was at the corner of the house where Ben and Gwen were at. (For all of you out there he just moved so fast that neither Ben, Gwen, nor the bird still on top of this guys head noticed anything.)

"I…" Ben was about to say something until the bird realizing the shock of the swift movement almost flew off trying to flap its wings, but it still being disoriented fell just outside the corner where both Ben and Gwen started in shock

"Don-Don, are you okay?" Asked the mysterious boy feigning concern for the bird.

"Who are you, what are you doing back here?" Asked Gwen in a calm voice but the boy could tell she was surprised and worried.

"Well the answer to your first question I am … Benni …um Benni smith as for the second question I am here because of him." Benni said lifting up the bird. the bird was a round thing huge for a common bird. "His name is Don-Don and he is my pet bird he tried to fly off but he is a little klutzy." Said Benni with a toothy grin looking at both Ben and Gwen, Both a little shocked to see the bird assume his position at the top of benni's head

"Why is that bird so huge?" Asked Gwen then regretted it as the bird swooped off of Benni's head and slapped Gwen over the head clearly miffed that she referred to his weight. "What was that for! Huh! You stupid bird!" Gwen asked enraged at what the bird just did.

Before the bird could go in for another swoop for calling him stupid Benni grasped the bird by the body before it took off "Duh because you made fun of his size and just now for calling him stupid. He is fat bird but he can still hit pretty hard li.." Benni could not finish as he too was slapped across the face twice. Once for stopping him and second for calling the bird fat.

Ben and Gwen watched the spectacle of the master being hit by the pet both of them laughed holding their sides they laughed so hard. _'Right where I need them.'_ Benni thought. "Anyways why are you guy back here were you about to make out." Benni stated (in the prologue Benni pretends to be a five year old not going to tell his real age till later) Smacking his lips to together in mock kissing.

Both Ben and Gwen blushed as the five year old said this but quickly regained their composer in front of the young child.

"NO!" Said both Ben and Gwen in unison still a little shaken by what the boy had said.

"How do you even know what that means you little twerp huh?" asked Gwen

"I am not twerp. I told you I am Benni and I know a lot of things probably more than you two." Stated Benni triumphantly then pointing into the sky. "That there is Sirius." Stated Benni as if on queue Sirius suddenly got brighter. "There is Aquarius." Again the stars that made up Aquarius shone with a brightness that was not there before. "There is cancer, Aries, Virgo, Leo, and Gemini." As Benni kept calling out stars and stellar formations they all lit up at his calls and died down still visibly brighter then they were before and as Benni continued to call out stars time was quickly passing by but neither Ben nor Gwen noticed. They were left looking at all the stars like it was a laser light show with its blues and green and it white to black and with every color in between. The splendor they did not know the universe had kept them hypnotized oblivious to anything else happening around them.

Finally what caught their attention was Ben's dad calling him to get in the car it was time to start the 8 hour drive home and it was getting late. Ben and Gwen looking for Benni did not find him anywhere they looked back up at the stars to see that they had gone back to their regular light and colors thinking, _'Did we just dream all that or did it really happen?' _before Gwen could ask Ben dashed away to his dads car.

Gwen with sudden surprise realized that Ben never answered her question.

"Dang he got away." Said Gwen sadly going inside her house to sleep.

In the gloom of the night Benni sat there in a tree over looking Gwen's house saying "Man that was close, another second and Ben might have answered, but still I gave them a bit of entertainment for interrupting their special moment."

"You had to it would be dangerous if he had said anything too soon." Said Don-Don (BOOM the bird can talk take that how do you like that huh.)

"Still I feel guilty about doing that it would have been a true and bright love but short lived if he had said anything." Benni said mostly to himself but the bird just stood there nodding his head in agreement.

**Who is Benni that mysterious kid and what is up with that bird who can talk! What the hell!**

**Please review how I presented Benni in this chapter not that much detail on his features still** **mulling it over hoped you liked it.**

**Next chapter: Reunite **


	4. Chapter 4

**A.N. how are you guys doing here is the first chapter in the adventures of ben & Benni sorry if the last chapter was a little screwed up I lost my inspirations along the way of doing my stuff for school and writing the story. **

**Chap. 1: Reunite**

**Let the story begin**

We begin in Bellwood the home town of one of the protagonist Benjamin K. Tennyson lazing about home on a Friday morning until…

The alarm starts blaring BZZT...BZZT...BZZT...BZZ...

Ben hit the alarm. Groggily he slumped out of bed only to face plant on the floor still half asleep.

"ow…"

He started to get dressed putting on his signature deep green cargo pants then trying to slip on an old shirt that he realized almost to late that the shirt was two sizes too small almost ripping in the tightness of his chest. Ben cursed in his head realizing the mistake and asked why he still had this old thing. Looking at it again he realized it was the shirt he wore when he first met his love of his life.

'_Man I can't imagine that it's been two years since I saw Gwen.'_ Ben thought vaguely remembering someone else there with them at Gwen's house. Getting a new shirt in his classic white with a black line through the center, before he could continue his train of thought he looked at the calendar in surprise.

'_It's the last day of school before summer vacation'_thought Ben quickly getting dressed. He wanted this day to end quickly so he can begin his trip with Grandpa Max. He ran out at mach speed, before even touching the door, his mom called him, much to his displeasure.

"Ben did you clean your bed like your supposed to." Sandra called in her motherly tone like she usually does when she was in the house with ben.

"Yeah mom it's clean" Ben lied as he went back upstairs to clean it.

Sandra smiled in satisfaction as she heard her son trudge back upstairs to fix his bed. A few seconds later she heard the door open as Ben exited to go to school. He was clearly happy and excited for the trip, she wondered if he would like the 'surprise guest' who was coming with them on the trip. "Oh well not like he can do anything about it now" She said to herself.

Ben loved school he was the top student in class with an A+ average but that doesn't mean he does not have his fun now and then. _'But for every good thing there are always those bad eggs'_ Ben thought as he saw cash and J.T. come up to him in their usual pompous manner thinking their better then Ben, even though only the bullies like them and that as punch bags, they take it out on Ben who they believe is weak. The sequence began as normal, first to mock him about his green eyes calling it freaky and weird, then they tease his height how he was shorter then the rest of his class; same old, same old. Looking on any normal day when they make fun of his eyes or his height, both very touchy subjects, he would retort and lash out at them but today he was feeling to happy and decided to simply walk away shaking his head at the two individuals before walking into his home room class.

(Skipping a few hours…)

It was only a few more minutes and Ben could walk out of the class and go get ready for his grandpa to pick him up early tomorrow. The bell rang and Ben was the first out of the door going mach speed slowing down in front of the security guards so they would not stop him. Already out the school doors Ben was already anticipating what he would do with his grandfather.

Out over in the distance something or someone looked at an unsuspecting Ben. It stepped out of the shadows of a nearby tree it was Benni still having the same 7 year old body as if no time passed at all, looking directly at Ben with eyes of pure enjoyment as if he had found a new toy to play with and simply walked back into the shadow of the tree to disappear into it as if he was never there.

Ben had reached his house getting his clothes ready for his trip across America in his grandpa's RV. He had placed 2 weeks worth of clothes oddly half were the same thing he had on; the rest was the same motif but they were for swimming or pajamas, packing 2 pairs of shoes all black with white highlight. He then fell on his bed tired, and for no reason he fell into a deep sleep.

Ben dreamt he was back 2 years ago in Gwen's backyard looking at the stars in that moment when they were in their firework type phase seeing Gwen again made his heart flutter he always had this dream but this time he noticed that someone stood in front of Gwen pointing at the stars as they lit up the boy stopped pointing and looked at Ben.

'_This has never happened'_ ben thought before he was pulled into darkness leaving him only looking at the boy.

"You have a great destiny ahead of you." The boy spoke directly at Ben, in a soft tone. "it will be filled with much pain but you can rise above it." continuing this time slightly deeper. "You will face much loss and over come it, **you will feel hopelessness and will find hope in yourself!**" said the boy almost shouting. "**If you are truly the hero you must become you will face a darkness no one could imagine if you are the hero you will leap into the void and have the ground shake at your very feet make destiny tremble at your splendor!**" Screaming it now at nearly a deafening pitch the boy quickly quieted down. "You can do all this you have everything you need except the key to unchain yourself from your own limitation but you will have it soon Benjamin Tennyson, Very soon." the boy stated before disappearing leaving Ben stumbling in the dark before a loud piercing sound went off in the dream with a green flash.

Ben awoke to find himself on the floor in a cold sweat startled at what he had just dreamt saying to himself "who and what the heck was that." The thoughts of what he just dreamed quickly slipping away as he remembered that today was the first day of summer vacation as if on queue there was a knocking at the door with, Bens mom answering, Ben dressed and fully awake went downstairs noticing Grandpa Max sitting on the couch talking to his mom striding into the living room ready to ask his grandpa where they were going first he heard someone call out

"Hey dweeb, how are you doing it has been a long time." Stated Gwen sitting next to Grandpa Max

Ben only thought _'WOW'_ she looked completely different since they last saw each other she was at least as tall as ben if not an inch shorter she had on a blue t-shirt with the embezzling of a cat in the center. Ben was struck dumbfounded by her hair that had grown longer reaching just to her shoulders and with a bang going across her forehead

"So are you ready to go on this trip dweeb I have been waiting for this all year." Gwen stated

Leaving Ben even more startled then the dream he had last night _'we're going on a cross country trip in a small RV with our grandpa together'_ Ben thought "Damn." Ben said aloud much to Gwen's pleasure and grandpa and Sandra's displeasure at his show of rudeness.

"This is going to be fun don't you think Don-Don?" Asked Benni looking from a vantage point far away from the Tennyson's house

"You would not be here unless it was interesting and even then you would manipulate it so it becomes interesting." Stated an interested Don-Don

"Yeah, your right. Hey I just realized something."

"What?"

"We are going on a cross country trip!" Benni finished excitedly

"God help me"

**A.N. how do you like it please review and tell me what you think sorry if these updates have been boring but the next chapter will finally have little Gwen and Ben action (only fluffy) and major fight scene so look forward to the action.**


	5. Chapter 5

**A.N. Hey there sorry for the wait had a fever it was a killer any ways here is the next chapter for the story.**

**Chapter 2: A discovery.**

Ben had gotten into the R.V. reluctantly waiting to get to the campsite of their first stop in the vacation it was only a few hours away and Ben and Gwen were already bored. Gwen had brought her laptop and researching the forest they were going to camp at, aside from saying there were bears, dear, and other wild life there was nothing else interesting about it.

"Let me borrow your computer Gwen?" Ben asked "PLEASE Gwen!" Pleaded Ben he was just that bored and wanted to look at a new sumo slammers game that was supposed to come up today.

"No way dwe…" Gwen started saying before catching herself, "Sure Ben here you go, and play for as long as you want just keep the charger in it okay." Gwen finished leaving a surprised Ben as she passed her laptop to him and went up the R.V. to sit with her grandpa up-front as Ben began to play the sumo slammers game still with a look of confusion on his face.

In outer space near Saturn there was a battle raging between a small star cruiser and an armada ship. Clearly outmatched the small star cruiser was firing everything it had doing moderate damage but to no avail the armada ship was closing in fast and it had more fire power then the small star cruiser. The armada ship had begun charging it primary laser aiming at the thrusters of the star cruiser and scoring a direct hit. The star cruiser had broken apart by the impact leaving only the main deck in stable condition. The star cruiser in a last ditch effort fired the main cannon at the bridge of the armada ship causing an intense explosion, in this moment the small star cruiser had jettisoned a pod flying straight to earth at light speed.

A few hours had passed and the group was close to the campsite, Ben had stopped playing his sumo slammers game still wanting to play, but he tore himself away from it since his grandpa had called him to go outside and get some fresh air. It was starting to get dark outside, Ben had sat outside looking at the stars and began pointing out astrological bodies in the sky. _'There is Scorpius, Sagittarius, Cygnus the swan, Lyra, the Harp, Aquila the Eagle, __Aquarius, and Capricorn…_' was all Ben could name before Gwen came and began yelling at Ben.

"Ben you dweeb!" Gwen shouted at him "You took my computer out of its charger I only has 5% battery left."

"Sorry Gwen I have no idea what you're talking about, I did not even move when and after you gave it to me." Stated Ben in a matter of fact way, not looking at her trying to keep his attention on the stars he was naming.

"Well then how come it's not fully charged huh!" Shouted Gwen clearly infuriated with Ben and his carelessness.

"Man I don't know how about you leave it in there to charge"

"I can't I wanted to check out the stars and now I can't"

"What do you mean just look up into the sky and find them, doofus?"

"Yeah like anyone could remember all those star up in the sky I can't see them where I live and thought I could see them out here."

"Its easy look there's Scorpius, Sagittarius, Lyra, Aquila, Aquarius, and Capricorn. Can't you see them at least dweeb. " Ben could not help but feel he had forgotten some but was interrupted by Gwen who had a shocked look on her face when Ben finally looked at her.

"You know those entire constellations just from looking at them?" Gwen asked.

"**AHH! I forgot Cygnus!** And yeah but I guess since you can't see them at your home town I could cut you some slack."

Gwen, clearly angry with her cousin; who was acting pompous, struck Ben on the head hard 'I don't see this idiot for two years and he starts acting this way right off the bat' Gwen thought to herself .

Just then Grandpa Max walked out of the R.V. "Who wants marshmallows?" He asked before he saw Ben walk off into the forest "Gwen what happened are you and Ben o..k..ay." stumbled max as he saw Gwen crying "What happened?" asked Grandpa Max with a concerned look on his face.

"Nothing." replied Gwen asking herself why was she crying and why she felt so hurt on the inside.

"Was that a smart idea Benni?" don-don asked

"Of course it was, just watch don-don; when have I ever done anything without a reason… don't answer that. When have I ever done anything unless I knew what the outcome might be… don't answer that either. just trust me it always works out in the end."

"Yes, I will trust you on this one Benni."

In the forest Ben was walking with a dazed look in his eyes _'why was she so angry with me so I took out the charger, wait no I did not I had the charger in there the whole time maybe the game I was playing took too much energy from the computer. Well like I would know anything about computers I just use them.'_ Ben though to himself, he walked for a few minutes before he decided to sit down and rest looking out into the sky. He saw a shooting star and stared at it in awe, he stared at it for a good second before it turned mid air and was on a direct collision course with Ben who ran like there was no tomorrow as fast as he could before he felt the shock wave from the impact hit his body, making him stumble a few feet before regaining balance. Looking back into the crater that was only a good 6 yards away he walked up to the mysterious pod out of curiosity and looked into it only to find that the pod was a container with what looked like a watch in it. He was going to pick up the watch. Ben thought it was the coolest thing he had seen it had an overall black look with, white highlights, the dial in the middle was circular and had the symbol of a cut-off hour glass, it glowed a deep green as he got closer it moved like it was alive, and it moved fast, attaching to Ben's wrist. He looked horror struck and tried to shake it off finding it a futile attempt.

Ben decided to find out what the watch does, he found what he figured to be a button and pressed it popping out the dial, immediately the dial started moving into the shape of a crystal as Ben started turning the dial he was looking at the silhouette of creatures on the dial finding one that looks somewhat humanoid and pressed down on the dial and with a green flash Ben turned into a creature that was a foot taller then him it looked magma-based, his body was completely composed of a brown and red rocks with lava flowing on the inside of them. His head was completely enveloped in fire. His feet were slightly oval with only two toes and one back toe. Needless to say Ben was screaming "I'm on fire I'm on fire… but it doesn't hurt" he said. "Oh yeah this is going to be fun."

He fired a stream of magma out at a nearby tree instantly setting it ablaze and doing so to the trees around it, realizing his mistake Ben tried to snuff out the flames, to no avail. he stopped momentarily hearing in his head _'stop messing around you dweeb, control the flame before it gets out of hand.'_ Said a voice inside Bens head, as if on command he stretched out his arm and began absorbing the fire into his hand taking it all directly into his body before the watch had started beeping and in a flash of red light there laid an unconscious Ben. Standing over him was Benni with a smile as he looked around "You did good Ben. Now I would hurry if I was you, you only have two days before all hell breaks lose on this planet" Said Benni.

"Hurry up hero" he said carrying Ben's body over to the campsite laying him against a tree behind him he heard Gwen approach but he did not move "BEN!" She screamed as she saw Ben's body on the ground.

"What have you done to him, who are you?"

"Gwen that hurts you don't remember me?"

"Who are you kid I will let you know right now that I am a third degree black belt in karate"

"That's funny." Benni said as he leaned down next to Bens unconscious body "he has become very sweet don't you think Gwen." Benni said as he licked Ben's face before he jumped up to the tree a few feet from Ben, dodging one of Gwen's kicks as it hit and destroyed the boulder next to Ben "Good power but you lack precision you hit Ben with a bit of shrapnel from the boulder. I am sorry to cut this reunion short but tell your Grandpa this Ben will be asleep for two days at the most and don't try to take the watch off or it will go supernova. Goodbye Gwenni." Benni said as he disappeared into the shadows before Gwen could connect her second kick to him cutting the tree down the middle.

"Creep." Stated Gwen as she looked back at Ben suddenly feeling jealous… _'Jealous why am I feeling jealous'_ as Gwen got closer to Ben she sat next to him looking as he breathed peacefully. _'It's not fair.'_ she thought in her mind with a sly smile on her face. She leaned down to kiss Ben on the cheek but instead licked him just like Benni did. _'Am I a creep to.'_ she thought.

In space around Saturn's orbit there stood the armada ship under heavy repairs. we go inside to find an automaton talking to a cylindrical healing vat.

"Sir, we cannot go into warp with the extensive damage we took we can fly at normal, but that is all" said the automaton before the vat opened revealing a humanoid creature with green skin and what appeared to be tentacles on his face most of his body was destroyed leaving only his upper torso and right arm

"Unacceptable!" he shouted hitting the vat with his only arm cracking it a little before a nano-bot came and repaired the cracks as they appeared "I will not rest until I have the omnitrix in my possession full speed to that planet called earth"

"As you wish sir, but it will take at least 2 days to arrive at the planet in question." Stated the automaton.

"**GRAGGH FINE** … at least it will give me time to heal and plan. I wonder; who there can appose me… **the mighty vilgax**!" Roared the creature as the vat was again enclosed in its metal shell.

**A.N. please review so al least I know people read these I will try to update faster but its hard if I think no one reads these leave a review and tell me what was bad about it what was good hate on my fic praise the fic just review it will help me in my writing **

**Next chapter: he comes for thee **


	6. Chapter 6

**Bolded words **are for reverberating or alien voices

_Italicized _thoughts

Underlined emphasis or shouting

**Chapter 3: He comes for thee **

On the ground a mile or two away from the R.V. and Gwen, Benni was laying on the ground with a black hood and baggy black pants with black sneakers sleeping peacefully until he was suddenly woken up by something landing on his face. A bird with a black feathers and a white belly.

"Do you believe that was a smart move?" asked don-don

"What, oh the whole licking ben thing it was not smart but necessary, why are you jealous?" asked benni with a small smirk appearing across his face.

"WHAT." Squawked don-don. "W…who would be jealous of you doing something creepy like that." Argued don-don

Benni shrugged "Whatever. Don-don I know how much you love being on my head and all but you're going to have to assume your human form for a bit, a ten year old like ben and gwen if you can." Benni said getting up from the ground much to don-dons dissatisfaction as he had to jump off benni's face flying in the air.

"Fine." Sighed don-don in defeat. In a flash of blinding light where don-don was flying he began to transform his wing where stretching into fully human arms slender but still having a muscular tone to them, his legs transforming next into slender fully extended legs, both the arms and legs had the look of polished porcelain, next was his head his hair shoulder length and a shiny black color on the top and nearing the end of the length changed into a sudden white finish with fully red lips and green eyes that shined in the moonlight. His torso was next growing into the size of a regular ten year old only with a more developed chest like that of a 12 year old. Fully clothed in a matching black hood like benni except he had a skirt with black stockings and instead of fully black sneakers his had white highlights

"You were born such a beautiful girl but I will still never understand why you transform into male animals when you cloud stay a female I much prefer you not hid yourself with a false identity." Stated benni.** (Yes don-don is a girl bet you did not see that coming huh review on this if you were surprised at least)**

"Like your one to talk about secret identities "benni"" Chided don-don in her birth form of a girl "I don't even know your real name "benni smith" and we have been together for years" She spat out the last part angry at benni for not realizing how she felt about him. '_I don't like people to see me like this'_ she thought to herself.

"One day you'll know but not now and maybe not for a while. Now get down there now you only have till morning before ben wakes up"

"WHAT but you said ben wouldn't wake up for two days!"

"Yeah, Benjamin "Kirby" Tennyson won't wake up for two days but "something" will and you need to be there to keep an eye on Gwen and that "something" hopefully Gwen won't ask any stupid questions"

"But what about you? Can't you watch them like you always have?"

"Not right now, after that stunt I pulled with ben Gwen would seriously try to hit me and it took all I had to heal her after she hit that rock and tree and dodge her hits at the same time protecting ben from all the shrapnel."

"Fine I'll go." Stated don-don as she ran disappearing behind going in the direction of the R.V. _'I don't want anyone but you to see me like this benni cant you understand that much at least.'_ Don-don thought as she ran through the forest at full speed

**(Enter the omnitrix world)**

Ben awakens in an area that had an eerie green glow to it in the distance he saw huge green towers of all shapes and sizes but one constant was the pattern on the building and floor. _'Are these circuit boards they look so weird going through everything' _Ben thought before a green flashes appeared around him after he could see again he blinked three times before noticing he was surrounded by 9 creatures.

"What's going on, where am I hello can anyone of you here me." Cried out ben at all the creatures standing around him the closest one being that fire guy he turned into _'man no answer, huh I wonder what should I call these guys'_

"**They can be whatever name you want Benjamin" **said a familiar voice behind him it was a projection that looked like gwen but the projection glowed with a green hue and the creature parted as she got closer to ben.

"Who are you?" Asked ben at the replica of his cousin.

"**Why Benjamin that hurt I'm gwen or at least how you see her."** Said the Gwen replica.

"WHAT?" Ben asked flabbergasted.

"**Man your thick I chose this form because this girl has the highest importance to you. I will go into details later for now…"** began the gwen replica before being cut off by ben "WHAT ARE YOU SAYING, CHOOSING GWEN BECAUSE I CARE ABOUT HER WHY NOT CHOSE GRANDPA OR MY PARENTS?" ben shouted at the replica angering her. With a flick of her hand ben flew hitting a wall that had sprouted from the ground and was pinned his legs and arms locked together.

"**If you could let me finish if you want details fine I chose your cousin because you care for her more then you yourself know or at least admit so this offers the proper incentive" **Leaving a still confused ben the replica continued **"when I saved your but when you went… guh I'll name this one… heatblast" **she said pointing to the creature ben had previously turned into **"you disgraced the very watch you have around your wrist so this is punishment. I'm offering you a choice, you will stay here until you master all the aliens in this watch and then I will allow you to leave or I could leave you in here and take control of your body and killing your cousin and grandpa as I make you watch. Your choice if you pick the first it will take at least 2-3 years to get done so chose."**

Ben was too dumbfounded to scream or argue and tried answering her question calmly "these guys are aliens?" ben asked trying to stall for time so he could figure things out.

"**YOU DON'T EVEN KNOW WHAT THE THING YOU TURNED INTO IS****" **she screamed enraged at bens ignorance "**You have insulted me for the last time say goodbye to your cousin benni-boy****" **the replica replied darkly before she could do anything someone stopped her hand

"You rang?" Asked benni appearing in the omnitrix world. "Now then, I was planning to sit this one out but you're being unreasonable how about this, he just has to master these 10 here and if he can do that in two days you let him go if not you can kill his cousin and grandfather and you'll have complete control over bens body indefinitely. What do you say to that?" asked benni

"Why should I listen to you, huh?" Retorted the replica

"I hoped you'd ask that." As if on queue the omnitrix world had begun to break apart shattering into little pieces bit by bit as if it was glass crashing to the floor the only sound audible over the destruction of the omnitrix world was the replica going into a frenzy of animalistic screams and groans as her world was being torn to pieces with benni looking at her with contempt and sadness as she began to disappear.

"STOP YOU HURTING HER SHE COULD DIE." Shouted ben at this character that had intruded into her world ben still could not shake the feeling he knew who this guy was.

Benni stopped at bens command and returned everything to normal. Benni had a look of contempt and sadness looking at the replica as she reformed she simply nodded to Benni who disappeared in an instant leaving ben, the replica, and the 10 unmoving aliens

With things calmed down ben looked at the aliens thinking _'10 I only see…' _it was then that ben noticed a small alien that was on the shoulder of the alien named heatblast by the replica Gwen. Looking at the replica as she was getting up **"start working or you can say goodbye to you cousin"** was all she said before disappearing.

Ben looked back at the aliens and asked "what can you guys do?"

**(Exit omnitrix world)**

(Going one and half day into the future)

Moring had come as a ray of light shot through the window indicating the rising sun. Ben was up and cooking breakfast for his grandpa and gwen who were still asleep gwen in the bunk bed and grandpa in the front of the R.V. Ben wore only a t-shirt that was a size larger then he needed and some shorts that barely reached his knees. ben had started setting out the plates when grandpa max walked in with a surprised look on his face. "Ben your made breakfast… you can cook?" asked grandpa

Grandpa didn't know ben cooked but what surprised him more was it was early 6:00 in the morning early but grandpa dismissed it as regular ben behavior

"Yeah I always cooked breakfast at home, the only thing that got mom & dad up from there beds before I started making breakfast was an alarm clock and even then I got up before them." Ban said jokingly as he retold grandpa how one day he had made breakfast for himself and his parent came down stairs asking what are you cooking before the alarm went off.

Just then in the bunk bed gwen and ben were sharing gwen woke up on her bottom bunk as she say walked in to the kitchen with a shock as she saw ben cooking eggs, pancakes, and sausages for all of them. "ben your awake?" gwen asked _'he cant be that guy said ben should be asleep for two days and there is still a lot of hours before …_ben turned stopping gwen in her train of thoughts as she saw bens green eyes and was horror stuck with what she saw his eyes looked the same but she knew there was something wrong with him. To her it felt like even though ben was awake but he was not completely there. _'Like the lights are on but nobodies home' _Gwen thought.

"Ben you have grown up good over the years the last time I saw you was 3 years ago so I guess you would have changed a bit." Said grandpa as Gwen walked in, "what's the matter Gwen you look like you've seen a ghost?" asked grandpa

"Well of course I am freaking out I mean ben didn't yo…" was all she could say before ben looked at her with an obvious 'be quite look' on his face it was accompanied by a cold glare that made Gwen terrified. "You didn't poison it with your geeky germ did you?" Gwen asked to afraid of ben to ask the real question, although gwen was clearly frightened by bens glare it went unnoticed by grandpa who was eating bens food with much gusto.

After ben had finished his breakfast he told his grandpa he was going out to enjoy the fresh air pulling Gwen out the front of the R.V. much to Gwen's displeasure. They were still in the park but they were near a lake that was only a few minutes from the R.V. running into a clearing with low lying trees and bushes all the while pulling gwen.

"What are you doing dweeb, let go of me now." Gwen protested as ben pushed her into a clearing far away from the R.V.

"**Ben only has a few minutes to master his aliens then you will be the first to die Gwen Tennyson" **said a voice coming from ben it sounded a lot like hers _'this voice is not ben's its cold and dangerous'_ gwen thought.

"This is getting dangerous benni we have to stop her or she will kill Gwen" don-don said calmly in her human form.

"Its okay donna, gwen will be fine" said benni not noticing he had said Donna's name _'he only calls me that when he's nervous, he's worried'_ donna thought jumping in making it half way to where ben and gwen were at before she was forcibly transformed into her bird form and caught by benni using his index and middle finger to close don-dons beak so she could not speak. "Just watch don-don" benni commanded the now bird don-don to do still struggling to get out _'come on Gwen stall, come on hero make it'_ benni thought felling the pressure closing in on Gwen.

"So you're going to kill me ben?" asked Gwen not scared for some reason _'Ben would never hurt me, never'_ Gwen thought.

"**ben is not here right now gwen" **said ben lifting up his arm as it started to sprout out a crystal blade **"but you can give ben the complements of making the weapon that kills you" **said ben before his eyes became fully aware of what he was doing but could not stop "gwen I can't control her I am sorry run away"

"Its okay ben I'm sure you can beat her and I trust you" Gwen said not moving with calm expression on her face.

"quick run please Gwen" Pleaded ben inching closer and closer with his drawn sword "I don't want to see you die in front of me please run" his sword touching her cheek making a trail of blood go down to her chin "wait please at least let me say good bye to her" ben pleaded with the replica gwen that was controlling his body **'fine I see no problem with that' **stated the replica in bens head pulling back her blade from gwen's face "gwen if you gave any questions about us then ask will answer any of them"

"Good stall for time ben your almost there" benni said as he looked at ben and Gwen in his hands he still held don-don tightly she still trying to get free.

Gwen had no plan in mind and decided to ask ben the questions she always wanted to ask him since the trip started

Gwen question was exactly what ben had expected "Did I ever cross your mind the two years we were apart?"

"No." ben answered

"Do you like me?"

"No."

"Do you want to be with me?" tears starting to form in her eyes

"No."

"Would you cry if I left?"

"No."

"Would you fight and live for me?"

"No."

"Would you do anything for me?"

"No."

"Choose-me or your life." Gwen stated pointing the blade to her heart

"…My life." Ben answered

Gwen simply runs away in shock and pain.

"All according to plan." Ben stated as the replica to full control **"****NOOOOOO****"** shouted the replica running after Gwen

Don-don froze shocked at what she had just heard _'benni was this how you pictured things going'_

"Exactly like this don-don just sit back and enjoy the show it almost over." Turning to look in the sky he thought _'and just on time'_

"**NOOOOOOOO****" **was all the replica gwen could say as her shout died down until only ben started shouting **"**YEEEEESSSSS!**" **and ben dashed after gwen and saying...

"THE REASON YOU NEVER CROSS MY MIND IS BECAUSE YOU'RE ALWAYS ON MY MIND THOSE TWO YEARS. THE REASON WHY I DON'T LIKE YOU IS BECAUSE I LOVE YOU. THE REASON I DON'T WANT TO BE WITH YOU IS BECAUSE I NEED TO BE YOU. THE REASON I WOULDN'T CRY IF YOU LEFT IS BECAUSE I WOULD DIE IF YOU LEFT. THE REASON I WOULDN'T FIGHT AND LIVE FOR YOU IS BECAUSE I WOULD DIE FIGHTING FOR YOU. THE REASON WHY I'M NOT WILLING TO DO YOU ANYTHING FOR YOU IS BECAUSE I WOULD DO EVERYTHING FOR YOU. THE REASON I CHOSE MY LIFE IS BECAUSE YOU ARE MY LIFE." Ben shouted as he ran after gwen.

Gwen had stopped running but was still crying she had wanted to hear him say that for so long. Her tears came out in flood as ben got closer they stared into each others eyes for 2 minutes but for them I felt like an eternity their felling crossing into each others mind ben was the first to break the silence "Gwen I sorry if I hurt you in anyway but I want you to know I love you and that…" he was cut off as gwen pulled him into a deep and passionate kiss falling onto the floor still kissing

"That's fine they deserve that much." Benni thought as don-don was trying to get out of his hands '_why is he still holding me they stopped fighting' _she thought flapping forward trying to free herself suddenly in the passion of the moment gwen was trying to get bens shorts off. "And that is far enough." benni stated letting the still flapping don-don go who stumbled in mid air and fell face first just within ear shot or ben and Gwen who turned to look at the bird who just fell with a surprised and embarrassed look on their faces before hearing. "don-don where are you?" Ben and gwen quickly got off each other and the ground just before benni swept in he looked like a ten year old this time and his hood was fully white with blue highlight running thought the middle with a tiger design in the background of his hoodie his pants were jeans were blue with no design on them but his sneakers were the same black color. "There you are, hey what did you do to my bird?" benni asked feigning anger

"We didn't do anything to your stupid bird." Said ben

Don-don flew up to ben and began pecking him hard over the head "Don't… call… me… stupid" don-don said between pecks

"AHHH, The bird talked… wait a talking bird benni is that you," gwen asked and benni simply smiled

"OH MY GOD, gwen you have grown up so much in a year. I haven't seen you since I had to move away this must be your "should be" boyfriend he does look good. Oh that's ben I'm sorry dude didn't recognize you after 2 years how have you guys been? Wait were you guys just making out?"

"Man you haven't changed at all benni still asking so many questions" gwen said trying to evade that last question.

"I'm all for catching up but can you take don-don off my head benni?" pleaded ben as the bird was still assaulting his head furiously.

"Sorry, don-don come here boy." Commanded benni as don-don flew off bens head and landed on benni's looking calm and lordly as he stared at ben. "well no point in standing around here lets head back to your campsite." Benni told ben and gwen telling them to lead on as it was starting to get dark.

(turn back a few hours and your in space earths orbit)

"Sir we have arrived at earth" said an automaton to vilgax still in his vat of fluids no he had regrown most oh his torso but his left arm was not even there yet his face was fully formed and the lower part of his body still had not healed.

"I cannot face the creatures of this planet like this it wounds my pride send any remaining droid after the watch" vilgax said through the glass of his vat

"We only have one droid unoccupied with the repairs of the ship sir we will send it out immediately sir." The automaton said pressing some buttons on the control panel instantly ejecting a droid flying to the last point where the omnitrix had been active closing in on the park ben and gwen were at. "It will take a few hours to track the omnitrix sir." Responded the automaton anticipating vilgax question.

(back to the present)

Ben, gwen, and benni were talking around a campfire making s'mores and grandpa max was about to tell them a ghost story when suddenly there was a flash in the sky as an object crashed in the park.

"look something crashed near the park entrance. There could be injured people lets check it out." Ben stated getting ready to run to them.

"BEN." Benni shouted "Why are you going to go rescue them."

Gwen and grandpa max looked at benni who was sitting with his chin buried into his hands. "Why go rescue them if you cousin and grandpa are safe you could drag them into a world of trouble if you rush in there and they could get hurt." All of them looked at benni as if he was crazy _'what are you saying benni you cant be serious' _thought don-don_ 'I am deadly serious if I cant cement his resolution here he wont fight at full strength.' _As he responded telepathically to don-don. "Why are you going to save those people? Answer me Benjamin or I won't let you go. Besides what can you do to help them"

Like he expected ben answered "because I am here and because I can help them." He said looking at the omnitrix and activated it switching to an alien he named XLR8 it was a blue thin alien with a black skin tight jumpsuit and helmet with blue areas around the eyes and mouth, and with orbs on his feet.

Benni acted completely surprised and fell over knocking don-don off his head after looking at ben he feigned shock and simply nodded "okay I guess you can help them like that. Good luck." Benni stated as ben zoomed off to where the crash had happened hopping nobody was or would get hurt.

**A.N. yes I know the whole donna thing is confusing but from now on when he/she is in her/ his animal form it will be a he and in human form obviously a her to get rid of any discrepancies donna was born a female and will appear often in the fics please R&R see you next time**


	7. Chapter 7

**Bolded words **are for reverberating or alien voices

_Italicized _thoughts

Underlined emphasis or shouting

**Seriously a bit more reviews people I am trying to make the story as good as possible but I cant do that without feedback of what was good and bad of previous chapters review Review REVIEW!**

**Disclaimers I do not own ben 10 or any of this except for benni and don-don/donna**

**Chapter 4: it starts**

**Enjoy**

"Okay I guess you can help them like that. Good luck." Benni stated as ben zoomed off to where the crash had happened hopping nobody was or would get hurt.

"Benni who are you really?" Grandpa max asked "you seemed to be testing ben for something right there."

"Yes I was." Benni answered max's question. "I had seen everything Benjamin had done since he got to this park." Gwen had a look of shock and worry on her face as benni said that sentence. "And if he really wanted to help people what he needs is conviction to help those that need it" he finished ignoring Gwen's look of worry. "I just had to make sure. Well…?" benni asked both Gwen and max

"What…!" asked both Gwen and grandpa in unison.

"Are you going to go help him, or just sit here and wait for him?"

Both grandpa and gwen had a dumbfounded look. gwen was the first to react and go after ben _'of course'_ benni thought to himself before calling max "we need to have a chat." was all benni said

Ben was going as fast as he could but it still felt like an eternity to him but was only five seconds to someone looking on he had arrived in his XLR8 form before his watched time out right in front of the robot. '_It's huge bigger then a three story house_' ben thought.

The scene ben arrived at was horrific at best there people that had been caught in the blast of the robot landing so close to the entrance to bens satisfaction no one was dead but there were a lot injured ben had to get that robot out of there.

He ran towards the robot and getting closer to it he could see details of its body and legs to his surprise it did not have a head just arms and legs and these bumps on its shoulders. It had a red colored chassis and it was a tri pod all three legs made up at least half its length its arms were just as long as its legs with five shape knife-like fingers. It looked down at ben and noticed the watch on his wrist "oh man. Come at me stupid." Was all ben said as he ran away from the entrance hoping to get the robots attention the robot simply launched its probes out of its shoulder to go collect the omnitrix as ben ran full speed into the forest with the probes and robot in close pursuit.

They ran for a good two minutes before a tree branch swung at bens head he nimbly dogged it landing on the ground with a silent thump as **THWAK **the branch hit the probe right behind ben sending it flying to the probe close behind it knocking it into a nearby tree instantly destroying both of them in a blast of flame wooden splinters and retched metal. "Darn I missed one." Ben turned to see Gwen behind the tree with a disappointed look on her face making fun of ben. "Oh wait its just ben." She said stinking out here tongue at him.

"Funny, really funny..." Ben said interrupted by the mechanical sound of the robot growing closer.

It popped out from behind a line of trees directly behind Gwen nearly crushing her as it stepped down not focusing on her missing by only a few inches as the shockwave of the impact hit Gwen that sent her flying into the ground sliding for a few before she hit her head on a rock with a nasty crunch sound.

Ben was enveloped in anger **"****GWWEENN****" **his voice reverberating with such rage that the robot stop for the first time it felt afraid looking down at his watched that went green the moment he looked down at it he activated it to no avail ben was shocked no green flash no alien standing where ben was standing and then he heard her. **"**_**This is what you get for ending my fun**_**"** said the replica Gwen inside his head "WHAT ARE YOU DOING UNLOCK THE WATCH RIGHT NOW." Shouted ben leaving the robot again frozen just from bens voice although slightly surprised at his outburst seemingly directed at no one **"**_**huum… no**_**"** was all the replica said "WHAT"ben asked shocked "I don't know what your deal is but if this robot kills me you will die to" ben tried reasoning with the replica contain his rage from to keep it from clouding his reasoning. **"I don't care, at least your cousin will die"** but she knew his argument was sound ben was about to lose it until in a meek voice she said** "**_**if you name me I will help **__**YOU**_**"**

Ben so surprised by her demand that his anger vanished. "Fine I'll name you… I'll name you memry." ben stated much to memry's elation from ben calling her name. **"**_**All right I'll help you benji.**_**"** The nick name memry used pissed ben off but she just laughed at ben's angry demeanor **"**_**here you go**_**"** and with that she forced ben to transform. his body began to grow a full foot from his human height as his body had begun to change his skin was replaced with a green colored crystal that began to envelope his entire body his clothes transformed into skin or crystal tight jump suit, it hugged his body it was white with a black line going through the right breast vertically with the omnitrix dial on his right breast

"**Diamond head" **ben shouted as he charged at the robot who was to stunned from what happened to move **"**_**of course it hasn't moved you were so angry just a minute ago I bet its still realing from the shock.**_**" **replied memry telepathically ben thought not to dwell on it and kick some robot butt he charged at the behemoth with the training he had in the omnitrix he had complete control of diamond head forming a blade from his right arm that sharpened to fine point getting ready to slash into the robot.

Getting closer ben was surprised to see the robot lift its arm it fist open reveling and indentation in its palm where it launched a blood red beam heading straight for ben thinking on instinct he remembered that crystals can bounce back light he quickly reverted his right hand and transformed them into a plat as he felt the energy travel into his body and controlled how it traveled keeping it at the center of his body in the abdomen focusing it after the robot stopped firing ben quickly stretched out his right arm and through his finger he fired a concentrated beam that had turned green from being inside his body cutting the robot into little pieces expelling all the stored energy.

Ben timed out just in time as the beam died barely. Gasping out in pain he went to go check up on Gwen limping closer to her. Grandpa Max had gotten there without ben noticing and was already checking on gwen a calm and relieved look on his face. Ben stepped closer and grandpa max noticed ben suddenly running up to ben grabbing him before he fell over. Ben coughed blood, grandpa had reeled back accidentally letting ben hit the ground where he started vomiting blood. _**'**__**BEN, OH MY GOD BEN OH NO.**__**'**_ Memry shouted in ben's head max going to pick up ben stood frozen everything stopped moving, the trees in mid sway with the breeze, the grass moving with the trees, the bugs crawling, the bird flying, everything stopped in mid air or mid movement all hat actually was moving was benni and don-don approaching bens body. Benni pointed at the omnitrix memry had materialized surprised and broken.

"You look like someone died." Stated benni calmly at her

"YOU BASTARD" Memry shouted running towards benni only to be stopped by donna who pinned her to the floor now she had the appearance of an adult her slender arms and legs replaced with defined and well toned arms, her breast fully developed, her hair reaching her waist still clothed in her hoodie skirt and stockings she held memry there.

"Did you have anything to do with this memry" benni asked coldly memry looked benni in the eyes and froze she did not freeze with fear only with surprise benni was calm as if ben was not dying right behind her.

"FUCK YOU, HOW DARE YOU ACCUSE ME OF HURTING BEN" Memry shouted at benni

"Its not the first time you hurt him."

"What are you talking about?" Memry asked puzzled

"Threatening to kill gwen, almost having him sink into insanity, making him watch as you almost skewer gwen though the heart. Yes you've done nothing to hurt him."

"Those were to get rid of HER I don't want her to mess with my ben."

Benni had an imperceptible smile poker faced he continued "Your ben?" Memry was aghast "You love ben." _'so interesting' _thought benni looking at her aghast face her smiled at her. "fine I will believe you didn't do anything to ben but you know what happened, don't you? Uh Donna if you could."

Donna got off of memry and returned to benni's side "Yeah the energy beam he took in was not completely out of him and h… he reverted back and t… the pain there was so much pain I had to cut the connection with him it was… it was horrible and all he cared about was making sure 'She' was fine I'm going to kill her now"

"NOOO" Ben shouted still coughing blood grabbing memry's leg before he froze again keeping her held down

"WHY, WHY, WHY, WHY DOES HE FIGHT SO HARD FOR "HER"."

"You really are stupid aren't you? He's safe so are you, he fought that thing wanting to keep you and gwen safe now he has to worry about her not you right now. So you have a bio scan how is the damage"

"The beam has rebound all over his insides it's a miracle it missed his heart but everything else was torn to shreds." Memry complied by answering bennies question shivering and squirming recounting the damage ben had taken.

"And he can still move so much amazing, well then I best take a look at him" benni moved towards ben with donna at his side still in adult form so she was taller then the 10 year old benni and she enjoyed the change in perspective from having to looking up to him to having to looking down at him she smiled looking at him but he was not paying attention to donna he never does when he's focused. Waving his had memry froze like the others but ben had regained motion benni tore him from memry's ankle as he left a trail of blood on the ground as Benjamin pasted out from the pain and blood loss.

"well lets get started if you thought what happened to Benjamin was painful before you have no idea what he will have to endure now, I am sorry Benjamin I really am." Benni said as he began to heal ben who began screaming a soul retching wail convulsing and twitching spasmodically.

"Can't you put him under?" Donna asked not wanting to hear him scream like that.

"Donna he is under this is only a fifth of the pain he would be feeling if he was awake. The spinal cord is fine but the ribs, his organs, and most of his bodily fluids are in his abdomen area purée styled only his heart was spared. The procedure has only begun now comes the painful part." Benni said all of this coldly and in a matter of fact way with no hint of remorse for causing ben so much pain _'he's going to have a nightmare, I already know'_ donna thought between ben screaming and the thought of benni's past she couldn't take anymore and benni knew she couldn't. Donna froze like everything else as a tear froze in mid-air as it was falling down her face.

(Skip 3 hours if time was passing)

Benni was almost done with the healing and ben was still screaming not as bad as before but still enough to traumatize any regular person during the operation benni had was getting tired freezing time while healing someone took a lot out of him there was only a few minutes before he would pass out but he was done ben was healed and he returned memry to the watch and restarted time after taking donna and returning to the campsite.

Max was carrying ben while gwen was waling both looked terrible but ben looked peaceful in his sleep. "Benni were we gone long?" grandpa max asked nonchalantly approaching the R.V. and letting gwen in first then he went in setting ben n his bed and gwen knocked out as soon as her head touched the pillow grandpa max moved to the front of the R.V. sitting and sleeping in the drivers seat.

Benni fell asleep outside with the campfire burning brightly as he and donna now in don-don form fell into a dreamless sleep, lucky don-don benni was about to relive a nightmare. He was on a deserted planet getting ready for war the odds were in his favor 16 armadas and a major army all against him. he smiled, smiled at his opponents as he said to all of them not enough he then took off his armor removed his weapons and tied both hands behind his back He loved fighting the killing the rush of dismembering his opponents and the blood soaking his clothes it had taken 2 years to build up their armies and It took benni two hours to burn it all to ashes only one person was alive and that was benni laughing as he looked over the now obliterated army not a scratch on him or the bandana tying his arms together. He then proceeded to find survivors and make sure there weren't any laughing the whole time just like a madman who was having the time of his life.

Benni awoke screaming, sweating and panting from his nightmare getting ready to hurl but he held it in _'no point in making a mess'_ he thought he turned to a still sleeping don-don and a still bright starry sky it was a few hours till morning he judged. Trying to go to back to sleep was impossible for him after having a nightmare but he felt something warm, looking around he found the fire had died out but the feeling of warmth was clear he looked to the epicenter of the warmth and found that it came form the R.V. moving towards it he wondered truly what would he find when he got there.

**A.N. I really appreciate that there are actually people who can comment and review someone's work even if they don't like what they read COUGH bowow0708 COUGH dbzgtfan2004 Thanks a lot I needed the criticism it helped a lot **


	8. Chapter 8

**Bolded words **are for reverberating or alien voices

_Italicized _thoughts

Underlined emphasis or shouting

**Chapter 5: He sleeps**

**Disclaimer I do not own ben 10 or anything I am writing only benni Donna/ don-don and memry are my character **

**Warning this chapter will contain incestuous fantasies bwen if you flame me for that whatever it sets the personality for ben that they try to keep under lock and key so screw you if you find something wrong with this its just a story.**

Trying to go to back to sleep was impossible for benni after having a nightmare but even in the cold of night he felt something warm, looking around he found the fire had died out but the feeling of warmth was clear he looked to the epicenter of the warmth and found that it came form the R.V. moving towards it he wondered truly what would he find when he got there.

Looking back benni saw Donna now human and in her 10 year old form. _'So troublesome aren't you' _he thought _'you still transforms in your sleep.' _He lit the campfire again being him that lighted it the flame glowed a cool blue. it was cold at night, comfortable for benni but donna looked cold. As benni pushed Donna closer to the flame she relaxed as the warmth from the flame washed over her body benni stroked her cheek causing the sleeping Donna to smile. Benni then began moving to the R.V. slipping onto the back on top of the spare tire he looked into the window and found that the warm feeling was coming from ben. Ben was dreaming benni's curiosity won out as he slipped into bens mind to see what he was dreaming.

(Enter ben's dream)

Benni was in bens house looking out a nearby window he saw darkness indicating that the whole dream would take place only in the house he saw ben and gwen talking casually chatting about how school was going for them how there and reminiscing about their vacation with ben's grandpa. _'Ben's not their.' _Benni thought he saw that ben and Gwen started walking upstairs. In an attempt to follow them he caught a glimpse of Ben parents and Gwen's father talking. getting closer…

"Carl Sandra, how have you two been?" frank asked

"Fine." Said Sandra. "My god I can't believe how much Gwen has grown. Where's lili frank?"

"She didn't come she had to work today and when duty calls duty calls." Frank said shrugging his shoulders.

"You know it still surprises me that we were going into labor at the same time In the same hospital and everything" Sandra said reminiscing about the past.

"Yeah I remember that weird those two may as well been born twins since they practically came to be at the same time and they look just like a brother and sister if you showed them to any other person."

"Who knew such an incident would spark such a friendship as ours amazing isn't it." Sandra said

Benni reeled back in shock _'ben's dreaming that gwen and him aren't related.'_ Benni half expected this but still a surprise is a surprise. _'damn thing are progressing faster then I thought'_ benni pondered as he walked up the stairs _'well I guess that's the interesting part of humans always keeping me on my toes' _he joked phasing through the door and walked in to a sight that had shocked him. _'that is three times in a few minutes they really need to slow down'_ benni thought as he looked at a nearly naked gwen all she had on was her bra and panties benni decided that he should leave. _'This is ben's mind even my powers can't affect this place. I will let it slid since it's a dream. Besides I need to talk to someone.' _ benni thought walking to a wall leading out the house leaving ben and Gwen alone who continued with what they were doing.

"Ben this is embarrassing" gwen said covering her breast with her hands trying to hid from ben.

"okay you can take the rest off if you want or you could dress back up and we can go downstairs and talk like we were doing before coming upstairs" ben said. Leaving gwen to decide she had a pleading look on her face. "or do you want me to tell you what to do?" ben asked "answer or I leave" gwen simply nodded "yes ben tell me what to do." Gwen said submissively

"Come her sit on my lap Gwen." Gwen complied sitting on his lap ben began to kiss gwen sensually and seductively lick he lips she split them apart as ben slid his tongue into her mouth as she moaned out of pleasure ben started cupping her breasts in his hands kneading them like dough holding them firmly and kneading them slowly making gwen moan louder in anticipation still covering her mouth with his. They broke apart to breath gwen had a pleading look on her face. "What's the matter Gwen?" ben asked casually ignoring gwen's pleading looks.

"Ben, can I take off my underwear please?" Gwen pleaded.

"no." ben simply answered continuing their kiss with renewed vigor

There she broke down as ben started flicking her clit through her clothes still kneading her breast and continued kissing her with so much passion that gwen was close to climaxing alone.

Gwen broke away from the kiss ben letting her "Ben pl…" she was cut off as ben continued kissing her not letting her ask anything. Gwen finally gave out and with an inaudible moan in ben's mouth as she climaxed all over bens pants

"Do you want to go further?" ben asked gwen

"yeah." Gwen replied getting ready to take off her clothes ben stopping her.

"Do you love me?" ben asked with a stern look on his face serious.

"Yes ben I love you ever since my parents introduced us you have been a friend, a best friend and now I want you to be my lover." Gwen said blushing with embarrassment continuing "and someday I might call you honey." She said passing embarrassment and turning scarlet at what she just said. Ben looked at her, he finally heard what he wanted to hear for all those years. Breaking lose ben tore off gwen's remaining clothes as he turned her on her back and placed her on the bed he began to kiss her and there feeling shared in that one beautiful kiss their feeling of lust, love, want, and happiness all in one kiss. Ben took off his pants and began to inch closer to Gwen's drenched slit he looked and saw that her slit was lacking in any hair and found the baldness enticing as he poked gwen in her sex she heaved an orgasmic moan climaxing from ben just kissing her entrance with his member ben still playing with her and gwen had had enough games she coiled her legs around bens back and pulled ben inside her tacking in all of his member and she cried out mostly out of bliss partly form losing her virginity.

"gwen are you okay?" ben asked trying to pull out of her but she stopped him not wanting ben to leave her insides her muscles grabbing on to him tightly.

"DON'T YOU DARE PULL OUT BENJAMIN "KIRBY" TENNYSON" She ordered as she smiled and said "the first time always hurt and I knew it would but I cried out because it felt good really good so please ben keep going." She said with tears forming in her eyes at the thought of ben leaving her.

Ben had started pumping into gwen earning a moan each time he started to pump in faster and he thought of a good idea now that gwen had let her legs fall to the floor enjoying what ben was doing as they both fell into ecstasy. Ben pulled out fully and gwen looked at ben with a hurt look on her face before be pushed into her going deeper then he had before as gwen screamed in bliss her eyes rolling to the back of her head as ben continued the technique she was close to losing it for a third time. Ben was close to he wanted them to do climax together he started to rub her clit with one of his hands while kneading and pinching her breast and nipple while simultaneously French kissing her. Sending them to their breaking point as gwen climaxed first and ben following soon after from her muscles clenching hard on him. They both grinded against each other as they were still climaxing for a good two minutes. Gwen passed out from exhaustion and pleasure ben following suit still inside her. "I love you so much gwen." Ben said before passing out

"You know it's a bad habit to peak memry." Benni stated scaring memry in shock

"The same could be said to you"

"Not really I just returned after not finding you in the omnitrix"

"He loves her so much, how can I compete with that."

"Why did you choose ben." Benni asked ignoring memry's question

"I fell in love with him just from sensing him." She answered honestly

"You know you should consider a different form. Ben loves Gwen. What would he say if he saw you her look alike, I doubt he could tell the difference if he stood you next to her." Benni said a look of shock and realization of what benni had said.

"Benni if you wanted could you make it so he does not remember his dreams" memry asked hopefully

"Yes I could but not know think hard of what it is you want for him to love you when you look like gwen or when you look like you and I hope for your and his sake you make the right choice." Benni finished fading back into reality.

(Exit ben's dream)

It was dawn and benni had slept peacefully with no more nightmares that night awaked by don-don as he flapped over to benni's head and told him to wake up and put the fire out. Benni did so and stared into the R.V. almost about to laugh as he saw gwen had crawled into ben's bunk and ben stared at her his face a crimson color as he shoved gwen awake

"gwen wake up you dweeb." Ben grumbled as remembered the dream from last night suddenly realizing how close they were.

"NOT THAT HOLE IDIOTS" gwen screamed rolling out of bens bed hitting the floor hard.

**A.N. review if you want to know what happens in gwen's dream I could skip over it if you want :{ still don't know what to do with that part as always review and leave any comments on the story was it good did it flow writing gets choppy when im under stress**


	9. Chapter 9

**Bolded words **are for reverberating or alien voices

_Italicized _thoughts

Underlined emphasis or shouting

**Chapter 6: she awakens**

**Disclaimer I do not own ben 10 or anything I am writing, only benni Donna/ don-don and memry are my character **

**A.N. There will be incestuous fantasies and group in this chapter sorry but I have to must show how Gwen really is on the inside. (o.O) Again screw you if you find something wrong with this it's just a story.**

In bens bunk, gwen had sunk into it in the middle of the night and ben was trying to wake her up since it was morning.

"Gwen wake up you dweeb." Ben grumbled as he remembered the dream from last night suddenly realizing how close they were. _'she looks pretty cut… what the hell am I thinking gwens my cousin in a dream fine but in real life I cant go overboard.'_ Ben thought to himself jumping over gwen unknown to ben she had touched her ass. Ben was barely on the floor before…

"NOT THAT HOLE IDIOTS" gwen screamed rolling out of bens bed hitting the floor hard. Lucky for them grandpa max was outside cooking barbeque ribs.

"What are you talking about dweeb." Ben asked with a confused look on his face. Gwen spun around about to tell him off before she turned scarlet noticing she had fallen from ben's bunk. "And how did you get in my bunk without me waking up?" ben asked a now red Gwen. "nothing." Was gwen's answer as she ran into the bathroom and locking it behind her leaving a confused ben who shrugged it off as he walked outside smelling the barbeque grandpa was making and that was ben's specialty.

In the bathroom gwen had stripped herself of all her clothing jumping into the tub trying to forget the dream she had yesterday as it kept prying into her mind before she fell asleep in the warm comforting water.

(Enter gwen's dream)

'_Not again'_ Gwen thought as the all too familiar scene that was not laid out before came rushing back to her mind. She was blindfolded on a bed and bound to it, her hands tied behind her back and her legs tied to the posts the same way she was before, the same fingers running all over her body touching any exposed skin that her clothes didn't cover up she was thrilled the same way as before _'I am disgusting'_ she thought "**no your our gwen and this is how you really are" **Saidthree similar voices at the same time to her **"this is how you are without the view of society on you or us this is were your deepest darkest desires come true" **they continuedstill running their fingers over her body, a pair of hand stopping to flicking her nipples through her clothes and another stopping to rub her slit through her pants slowly getting her wet. Gwen was starting to lose all reason as they continued to caress her body another pair of hands grabbing her face and pulling her into a deep French kiss making her throw all the thought and reason out the window and just enjoy the feeling of bliss and euphoria washing over her. _'This could get addic…'_ her thoughts cut off as she moaned as one pair of hand started lifting her shirt and a mouth cupped on her breast sucking and biting her nipple with the tongue running over her nipple as one of the hands still kneading her breast had started pinching her nipple.

Gwen was panting at the sensation they were causing her sweat was starting to loosen the blind fold causing it to fall first on the one kissing her then as he pulled away to let the blind fold fall to her neck, she smiled looking at her captors enjoying her body she looked at the 3 boys licking and massaging her body all of them stopping to her displeasure "ben please keep going." She said to him, them, the three bens looking at her. Lust was in their eyes and she guessed she had the same look on her face but there was something else on their faces a look of mischief and an unnerving smile spread across their faces.

"**Which one of us do you want Gwen." **The three asked her in unison.** "You can only have one." **Gwen looked at them pleadingly not answering there question. They looked at each other confused until they looked at gwen and a smile spread across their face. **"Do you want all of us gwen"** the bens asked her. Simply nodded they started walking to her too slowly for gwen, she wanted them now but could do nothing being bound to the bed. The wait was too long as they finally reached the bed; they did something she did not expect, they tore her clothes off her body leaving not even a scrap of it left oh her body. They started ravishing her one of the bens had pulled his member to her snatch area fully wet he stopped feeling the wet sensation of her bare snatch asking. "Did you cum gwen?" Her face started blushing at his question. Not waiting for an answer he shoved into her and she moaned out in pleasure as ben kept pumping into her not giving her a moment to rest losing her virginity the evidence was the blood flowing down bens member. Her legs were forcibly spread apart since being bound to the post of the bed preventing her from wrapping her legs around this ben. the other bens watched for a moment before joining in on the fun one of the bens went to gwen's head and as if the bens were reading each others mind the ben in her stopped pumping so the ben at gwen's head could lift her into a seated position on his lap before making her turn her head and pulled her into a deep and passionate kiss. The last ben had went to Gwen's chest and had resumed sucking her nipples all of them simultaneously stimulating Gwen. she moaned out of pure lust as they licked her nipples kissed her and pumped into her sex causing her to go into a nonstop orgasm she moaned from every thrust every bite and every time ben liked her tongue. Gwen was in pure happiness as the ben in her climaxed inside her.

The dream was slowly fading away as the bens disappeared on after another _'this was not how it happened the last time'_ Gwen thought. The last to leave was the ben in her and even he began to fade as he finished convulsing in her. "of course it isn't dream never happen the same way twice gwenni" the fading ben said to her it using her nickname the real ben gave her reminder her it was just a dream her dream. "I'm disgusting" she said out loud. The ben disappeared.

(Exit gwen's dream)

She woke up in the bath with her hand in between her legs and two fingers inside her.

"I really am disgusting." She said to herself

"Yes, you are." Shock came across her face looking for who was in the bath with her, empty. "gwen I know your disgusting and no amount of bathing will get you clean and all but the steaks will get cold if you don't hurry up your shower." It was ben as he was joking with her.

"Was I in here long?" she asked felling the water had gone cold.

"Yeah you've been in there for 30 minutes come on out benni and don-don are threatening to eat your share. come on you're the tie breaker between who made the better ribs and steak" Ben called leaving the R.V. so she could change.

Gwen walked out of the R.V. in a blue t-shirt with a cat logo on it and white pants that barley reached her ankles shocking ben who turned from his barbeque ribs to look at her nearly choking on a piece of his ribs.

Gwen smiled at bens goofiness her dream rearing its ugly head again causing gwen to stop laughing immediately not wanting to raise suspicion on her awkwardness…

"Let me taste the food." she asked remembering she was the tie breaker to a dispute. Ben handed her some ribs that had a smoked smell to it but tasted different savory like it was covered with herbs and placed over a fire basically it was delicious then grandpa had handed her a steak it taste completely different it was cooked at a high flame roasting the outside but keeping the juices locked inside with a bit of barbeque layered on it a master piece of cooking she decided. "these are delicious I cant chose between the ribs savorieness or the steaks juiciness"

"will take that." Ben and grandpa said in unison calling back "it's a draw until next time" still talking in unison.

"Weird, Its just food" max and ben looking hurt. she remembered to ask. "Do I look good?"

"You look cute." Replied benni, ben shot him an annoyed look that no one but don-don noticed. Gwen smiled at his comment annoying ben even further

"You look fine." Replied don-don

"Magnificent" said grandpa max "What about you ben how does gwen look."

"She looks the same to me." Stated ben gwen grimaced internally at bens response.

They ate in silence after that ben never once looking up at gwen or at benni.

Night time had come up quick grandpa, benni, and ben where packing the last of the things into the R.V. as they were about to hit the road

"Goodbye benni and thanks for all your help not." Ben said in a triumphant tone at the thought of leaving benni behind.

"Goodbye didn't you tell them max?" benni asked grandpa who looked surprised

"That's right gwen get out here I have to tell you guys something." Max hailed the kids to come sit at a camp table the park has out in various areas. Benni had stayed in the R.V. letting max and the children talk "now this is were it gets complicated" benni said to himself don-don sleeping on his head.

"now ben gwen we will be bringing benni with us on this trip I got a call from his parents that they had work to do and they needed me to watch benni here." Grandpa max finished looking at both ben and gwen their face full of only one emotion depression. "Now what's with those looks benni's kind and he's a genius he offered to do something for us that would make this trip more comfortable for all of us." He said giving benni a wink as he walked out of the R.V. don-don still asleep on his head.

"Yeah I have something that will make everyone happy count on it." Benni said leading them inside the R.V. but something was different in the back where the bunks were supposed to be there was a wall with a door a simple wooden door. "ben your smart right, do you believe you can alter space make things bigger on the inside then they seem on the outside."

"What is this doctor who of course you can't well no human can." ben responded knowing this from his studying of astronomy and space time.

"Never underestimate what a human can do Rule #1 when you think human think bigger. You're pretty smart for a ten year old you know." Benni said walking to the back of the R.V. Saying everything in a doctor who sort of way **(If you don't know the show recommend you watch I love it.)** pulling open the door to reveal the same bunks in the R.V. as before. "That wasn't supposed to be there." Ben and gwen started laughing at benni but ben quickly caught himself trying and succeeding in suppressing his laugh still mad at benni, who closed the door and banged on it three times. "That should do it when something doesn't work hit it." He said pulling the doors again ben and gwen half expecting the bunks again but saw a forest.

'_A forest in the back of the R.V. that's crazy' _ben thought. "This is my room." Benni said with satisfaction as he looked at his handy work and a flabbergasted ben gwen and max. Closing the door he said "open the ben suite." He pulled the door again "this my friends is a hotel room complete with a T.V. game system and a large couch that makes up the living room and that room is actually a walk in closet. That door over there is the bedroom complete with a queen sized bed the bedroom alone has room for at least 30 people. This is gwen's and your room ben. Sorry but there is no shower in a suite only in the master bed room and that's max's." benni stated as he closed the door. "Master Chambers." Benni opened the door. "a huge master bedroom including a lounge chair plasma screen and couch comfy enough to sleep in the bedroom of course includes a king sized bed a bathroom with a hot tub and with tub included. What do you think?" benni asked closing the door gwen and ben where surprised somewhat by what they saw mostly because they get there own rooms to themselves.

"Amazing only one concern if you can make room like that why cant ben and gwen get there own rooms?" max asked with a confused look on his face. Ben and gwen felt a pit of despair at what max had said not wanting to be separated.

"Time and space dilation happening and you ask why there aren't more rooms. Fine to answer your question anything more then three room in a cramped space like this could tear a hole in space and ben finish for me. I am tired good bye. Forest" benni finished opening the door and disappearing with don-don perched on his head still sleeping.

"What did he mean ben?" grandpa max asked ben confused. _'Tear a hole in space'_ ben thought not surprised but horrorstruck at the thing that was inside of the R.V.

"It means grandpa that if he made one more room he could open a black hole inside the R.V. and not just take the R.V. but the whole earth with it." Ben stated in complete honesty looking at the door again with fear and concern.

"Okay well goodnight and don't make another room." Grandpa max said saying the name of his room as he went to sleep in his very comfy bed for the first time in a long time not sleeping in the driver seat.

"Let's go to sleep." Suggested Gwen quickly saying the name of ben's and her suite walking in she expected to be alone but found that the suite looked different then when benni showed it to them first time. There was a suite but it was like a double suite the main room had the TV and video games but there where three doors one was probably a walk in closet and the other two leading to different rooms ben and gwen thought. To there sudden realization they had created another room and waited for the world to collapse into itself.

"Don't worry it's the same room you haven't created another." Benni said getting from behind the couch in front of the TV don-don no longer on his head. "you cant make one physically or universally impossible, but I did comply to max's warning you have two different rooms whether you sleep separately or together is up to you. Word to the wise though consider that all three rooms are lined up right next to each other and that you could here almost anything above the level of the TV being on at medium volume. Ok." Benni simply got off the couch and walked to the wall raising his hand and swinging it down revealing another door benni walked into before it faded back into a wall.

Gwen stared at ben as he simply walked to his room opened the door and closed it silently. Gwen was left alone in a silence so quite the only thing that broke the silence was ben locking his bedroom door leavening a crying gwen now sulking to her room heartbroken but was caught breathless as lightning struck outside with a loud crack that sent gwen right to ben's door getting ready to pound it until ben opened the door with a concerned look on his face soon with a fist in his face as gwen couldn't stop her fist in time.

"What was that for dweeb?" Ben asked not mad more hurt emotionally not physically. Ben had changed his clothes to a plain white t-shirt and green shorts that didn't reach his knees.

"I was going to pound on the door and I hit your dumb…" Gwen couldn't finish as another crack of lightning sent her flying into bens arms hugging him she started shivering in fear of the storm.

"You're afraid of thunder that is so…" ben caught himself as he felt gwen crying into his t-shirt. "That's fine come on you can sleep with me tonight gwen." He continued as he led her into his room closing the door. Ben set gwen on the bed knowing he could do anything he wanted but knew better then try and take advantage of gwen in her scared state he did although stay in bed with her to calm her down hugging her closely gwen starting to go to sleep.

**A.N. this was a weird chapter I admit but it shows gwens deeper self that becomes critical later in the story. Review as always**

**Chapter 7 :she's my girlfriend**


	10. Chapter 10

**Chapter 7 :she's my girlfriend?**

**Bolded words **are for reverberating or alien voices

_Italicized _thoughts

Underlined emphasis or shouting

**Disclaimer I do not own ben 10 or anything I am writing, only benni Donna/ don-don and memry are my character **

**A.N. sorry about the ending in the last chapter the program didn't save right I will include the ending of the last chapter in this one though**

As Gwen fell asleep Ben had to get out of the bed knowing he could not resist the temptation he no longer heard lightning and was surprised to find that there was not even a speck of water outside _'weird you can still see outside I thought this was a separate space. I need some answers.'_ Ben thought leaving the room and closing with an inaudible click, Gwen sleeping soundly with a smile on her face.

Ben was confused even though he never saw his cousin he knew she was prudent diligent and took on any struggle without complaint why was lightning an everyday occurrence scaring her so much to tears. He needed answers and he was going to get some.

He was in the living room and headed towards the wall Benni used to leave before waving his arm in front of it exactly like Benni, nothing. _'If it doesn't work hit it.' _Ben thought pounding on the wall as a door began to appear in the wall Ben entered into Benni's forest.

(Some time in the past)

"I still don't understand Benni?" don-don asked lying on top of Benni's face flapping to his chest to let him lift his head up _'Benni's heart is pounding he must have had fun presenting to Ben and the others' _she thought even though he was asleep for most of it she had woken up when he entered his forest.

"What don't you understand don-don?" Benni asked with a confused look on his face

"Why did you like Ben's face, that was so out of character for you…" she pondered what she had just said and finished, "More than normal anyways."

"simple if I had not done that I wouldn't have had a link to the omnitrix without that link "memry" as Ben calls her would have had him trapped in there for at least2 years at max 5 you see I had left a bit of my consciousness in the saliva allowing me to interfere if things were heading south for Ben." Benni finished tensing up a bit but quickly relaxed. "Bens here and he's walking right to me." He said don-don returning to the top of Benni's head as he rose from the ground he began to look at the left as a nearby bush had started moving.

"Benni why was lightning striking outside our room?" Ben asked looking at benni with a look of annoyance .his right hand hovering over his omnitrix benni was wearing the same clothes he had when they met him a white hoodie with blue highlight running thought the middle with a tiger design in the background and plain blue jeans he looked at ben, ben was in nothing but a white tank top and green shorts that barely reached his knees. Don-don had tensed on Benni's head glaring at Ben to try anything, but Bens focus wasn't on Don-don it was on Benni. "You've been with her longer then I have how come you would deliberately make thunder appear outside our room."

"Did you know ben that Gwen's always been afraid of lightning? Yes, I knew, and no, I didn't make the lightning appear in your room it was Gwen herself that made the lightning appear." Benni said flatly completely deflating the tension that had sparked between him and Ben as Ben reeled back at his comment.

"Gwen made the lightning appear herself. Why if she's scared of it would she form the thing she fears the most?" Ben asked confusion evident on his face.

"Well it wasn't gwen herself more as the emotion she displayed since its her I imagine she must have felt lonely, hurt, most likely crying from the shear loneliness. Ben I am going to tell you a secret that if you tell Gwen I told you I will destroy you" benni stated nonchalantly "a few days after you left Gwen had suffered a rather traumatic experience she had a dream, a dream where you die in her arms from a simple lightning bolt. Apparently the dream was so real to her she could hardly tell the difference between when she was asleep to when she was awake. Everyday having the same dream reliving the loss of you over and over again for a few days before I intervened…" Benni was cut off by Ben raising his hand telling him to stop.

"you are saying that she dreamed me dying in her arms affected her fear of lightning…" Ben stopped unable to continue not having a real question he just didn't want to hear anymore

"Ben you still don't understand the lightning was just a catalyst. Unfortunately that day it was raining a thunderstorm if you will and then she had the dream in question laving its mark and from there it rolled down hill fist it was you where hit by the lightning hurt but alive next day you were burnt toast and the final day before my intervention you had died in her hands telling her something she wouldn't say what. From just a few days of being away from you a classic case of love sickness turn horrid by a simple dream the poor girl. But as I was saying I intervened I had given her a photo of you we had taken together and that was enough for her as long as she knew you would come back she could keep going. But with the recent events it must have brought back the demons. Ben what exactly happened in there anyways?" Benni asked much to bens grimace.

Ben retold the whole story of him leaving Gwen in the living room alone to locking the door until finally he said something that surprised even benni. "And she fell asleep in my bed and I came here." Realizing that benni had still to answer how the lightning appeared. "benni tell me what is up with these rooms."

"Fine." Benni heaved a long tired sigh as he began answering Ben's question "These rooms function in weird ways controlled by strong emotions representing the feeling in a physical form for Gwen the felling of loneliness had made the lightning form. In layman's terms what you feel strongly the rooms show stronger." Benni finished as he walked the way ben came leading him to his room. They both needed sleep after what just happened.

(this is the start of chapter 7 okay)

It was morning and gwen had woken up refreshed looking to find ben expecting him to be next to her but he wasn't in the bed with her the feeling of loneliness creeping on her again she looked around the room and found ben lying on a couch by the bed. His head was tilted in a cute angle as gwen surveyed her cousin noting the white tank top clearly hugging his muscles and showing his well toned body _'for a ten year old he's really fit'_ gwen thought before her attention was grabbed by bens nipple standing out from behind the tank top gwen was getting aroused at the sight but it was short lived as ben began to stir in his sleep. Gwen pretended to be asleep as ben got out of the couch and threw a white t-shirt on himself as he got up and left the room gwen following suit going out the door out to the real R.V. in its tiny kitchen and they noticed they were moving grandpa max had woken up early so he could get an early start on the road they were heading to Washington .D.C. and were already in the city limit by the time ben and gwen had woken up.

"Kids I would like to present to you our nations capital Washington D.C." Grandpa Max said stopping since a red light had popped up. As the kids filed into the front of the R.V. looking in awe at the Washington monument and the white house Benni was struck breathless he had traveled to distant places to see civilizations thousands of years old and view them or their relics but not once had he taken a good look at this still young country and wonder what beautiful things it could possess this was one of them and he was looking at it for a good minute before the light changed and grandpa max pulled up to a hotel. "All right kids this is were we are going to stay for two days after that it's off to the road we go." Grandpa said leaving a confused Ben and Gwen.

"Wait grandpa, aren't we just going to stay in the R.V. now that it has all that room?" Ben asked still confused.

"Come on ben even if there is more room in the R.V. it never beats the actual thing. Don't worry about the cost I own this hotel." Benni said everyone turned to him even grandpa.

"Yea right stop joking benni." Gwen said grabbing her sides as she started laughing hard.

"Yea, I'm just kidding my parents own it." Benni finished stating as he broke out in a goofy grin. Gwen had smiled at the grin it reminded her of Ben, Ben was annoyed at Gwen's reaction to Benni's smile. Benni had started walking off to where the white house was gaining a question from ben.

"Where are you going?" asked ben annoyed but still curious as to why benni was walking away. "It's your parent's hotel we need you to get in."

"You do, I have never been in one before but whatever." Benni stated in complete honesty has he turned and looked at them with a confused look. "Even though I'm smart and my parents were as you would call it loaded I never really like to live like sure I travelled, yeah, but in coach preferring the chatter and noise of people around me even on the rare occasion when I was in a populated city I preferred to sleep outside on a roof or park even when it rained or snowed. I remember when I went to Moscow and got cover in thirty feet of snow I was in there for 18 hours before I had dug myself out." Benni finished leaving a shocked group to look at him Don-don shaking his head. "Come on lets go." He said pulling them along inside the hotel to get them in smoothly. You should have seen the looks on the faces of the staff as Benni presented himself to the staff they made a big fuss saying sir and boss as they were leading Benni and the group into master suites next to each other. Benni was smiling a strained and sad smile talking and chatting with the people around him although only Don-don could tell from the years she had been with Benni she knew he hated getting attention and he was saddened when people had a fixed look on their faces pretending to be his friends like so many of the employees around him tried to do, it sicken him to no end.

There the employees made the first mistake they had started to try take Don-don off his head had it been ben gwen or someone close to him he wouldn't think twice about letting them hold him but he didn't know these people and he tensed instantly sending out an aura so dark and heavy with bloodlust several employees passed out before he caught himself saying darkly and angry. "No one touches my bird." Even though they all backed away Don-don if he were in human form would have been blushing as he called her "his". Benni finally broke away from the employees and slammed the door in there faces. "Sorry about that guys." He said trying to pull off a fake smile and failing he was not good hiding embarrassment. "those guy are piranhas. OH that right…" benni shouted as he pulled out a tiny machine out of his pant's pocket. "This if for you ben memry wanted me to give it to you she showed me how to make it." Benni smiled perfectly he could lie when he had to do. Benni handed Ben the small machine.

"memry can talk to you too?" ben asked confused.

"sure. She speaks telepathically with you why not with those around you." Benni reasoned

"whose memry?" grandpa max asked Ben realizing he never told grandpa about the omnitrix or at least never gone into detail he began to explain to him who memry was and how she was the conscious of the watch gwen entering to say how memry had controlled his body and almost skewered her before ben had snapped back into control and they met benni in the woods ben and gwen felt like there was a part missing in their story but they couldn't put a finger on what. "AND YOU WANT TO DO A FAVOR FOR HER!" grandpa max screamed looking at benni who simply stared back.

"Max," benni said in a tone that sent shivers down everyone's spine even Don-don was caught off guard at his sudden seriousness. "I, you all owe her, she allowed ben to defeat that robot, and I am simply repaying my debt. She told me to make the thing but it is up to Ben to put it on or not she can live with whatever choice he makes" Benni finished looking at Ben with a blank stare.

Ben noticed for the first time Benni's eyes were green, colored like his except his was a darker shade they looked old timeless even as if they have seen sights that should be forgotten but they also had that twinge of wisdom that shone in his deep dark eyes. "fine." Was all ben said he trusted benni he didn't like him but he trusted him nonetheless as he placed the tiny machine on the watch. The watch instantly absorbed the machine and with a flash of green light there stood memry looking around in a confused daze. She smiled an ecstatic smile.

"Ben you actually let me have a body thank you thank you thank you!" she kept saying excitedly Ben was dumbstruck not at that memry had a body he expected that but memry looked exactly like gwen except her eyes were blue her hair was brown in a bang coming over her forehead at the right side with streaks of red going through it she had fuller breast with voluptuous legs a little bit of pubic hair and stark naked in front of Ben, Gwen, Grandpa Max, Benni, and Don-don naked and smiling a goofy and happy grin oblivious to how she was dressed until she felt a cool breeze and instantly her face turned a shade of red Ben could not put his finger on she lifted her right hand shouting "PERVERT." and slapped Ben sending him spinning three times in the air before landing on the other side of the room with a thud.

Ben who now had a nose bleed not from being hit but from the fact that memry was the first girl he ever saw naked and for as pissed off memry was gwen was even angrier coming close to ben they were about to pound him until grandpa max intervened. "Girls calm down le…" he was interrupted when benni broke out in a fit of laughter. "OH MY GOD… I… ICAN'T… BREATH!" he shouted going crossed eyed at the end rolling on the floor pounding on the ground and basically attracting the attention of everyone in the room he had to calm himself down and pointed to a closet. "Uh, uh, uh, uh um if you… if you look in that… that closet memry you'll find… you'll find… clothes." He finished breaking out laughing again as memry opened the closet turned on the light and closed the closet door. Benni had calmed down but gwen and memry were probably steaming at ben and benni. Memry was mad because ben hadn't said anything and mad at benni for laughing. gwen was mad form seeing ben get a nosebleed from looking at another girl _'wait did really just think that were cousins for crying out loud'_ she thought to herself before another voice in her head said _'so he got a nose bleed from someone that wasn't you your allowed to be mad at ben and mad at benni for laughing through that whole thing.'_ The other voiced finished as Gwen looked from Ben who still had a nose bleed and Benni still trying to stifle his laughter.

"Okay now that I have calmed down I believe an explanation is in order. speak of the devil." Benni stated as memry walked into the room in what little clothes the hotel provided it was a plain white t-shirt a little bigger then memry and shorts that obviously were made for a giant as they reached her ankles so they looked like lose fitting pants again plain white. "I had known that the chip I made would give memry a body so I took precautions memry cant go more then 50 yards away from Benjamin or she risks being forcefully pulled back into the watch and if Ben gives her permission she could exit that rule but ben could set up another so that she doesn't do anything stupid. Next Ben controls whether or not she can come out of course if Ben is in any danger she has the options to leave the watch entirely or just have her hand form and help him out. Ben as I told you before if you put that chip on the omnitrix it means that you accepted the fact that memry is now your girlfriend." Benni finished

"SHE'S WHAT!" Everyone shouted except Benni and Memry. Don-Don had a look of disbelief on his face even as a bird you could tell he was surprised; Grandpa Max was shocked to say the least suddenly his 10 year old grandson had a girlfriend that lived in a watch that he wears on his wrist and she looked just like gwen only she had the developed figure of a 13 year old; ben was stuck speechless only looking at this imitation gwen thinking _'she's my girlfriend she better run'_ ben thought as he looked at gwen she was scary to say the least like the devil himself would run from the face and aura she was giving off Gwen was hurt, surprised, angry, and for the first time jealous.

"What are you talking about benni?" Gwen asked in a steely calm voice almost no emotion showed and that surprised benni

"Didn't I say that I believe I remember saying yes I am pretty sure I said it." He said thinking back to the conversation. "Oh my, it seems I forgot a minor detail in the conversation sorry Ben you'll just have to deal with it. Max can you wait outside I have to explain a few things to Ben, Gwen stay here it involves you to." Benni stated as he pushed max out the door and locked it the room being a master suite was sound proof so they could talk openly without fear of max hearing anything. "How do you guys feel about this?"

"What do you mean I am fine with it, its not like ben already has a girlfriend, right?" gwen said that last part more like question but benni dismissed it.

"I am asking because I know how you feel…" he was cut off as Gwen slammed a foot into Benni's face showing the conversation was over. "Oww and okay ben give memry permission so that I can take her out so I can by her clothes." Benni stated holding his nose and forcing it back into place with a noisy crack that made ben and Gwen shudder. "anyways I know I messed up but just so you know ben memry can be your girlfriend but that doesn't mean you can't have another. Memry finds your current situation awkward even I do so if you have fallen in love with someone else I am sure she would understand." Benni finished gwen shuddered at the thought that ben had fallen in love with another girl that might not be her as ben gave memry permission to leave but set the rule that she could not get into fights unless she had to protect herself.

Benni and Memry had left the room and went outside asking Max to take them to buy clothes leaving a Ben and Gwen alone in the room alone

"How do you feel about this gwen?" ben asked not knowing why.

"Its fine you can do what you want its not up to me who you decide to go out with." Gwen thought thinking back to how memry looked she was to angry to notice that she looked just like her except she was more developed the thought made gwen involuntary raised her arms over her chest playing it off by making it look like he had folded her arms and humphed at ben. "Geek."

"Listen I just got taken for a whirl and got a girlfriend that lives in my watch so be considerate of my feelings for once." He finished instantly regretting it looking at Gwen her head staring at the floor dejectedly a tear forming in her eye, it was a short lived moment the door to the room began to click open surprising Ben and Gwen the group that had gone out instantly saw ben and gwen everyone acted nonchalantly not trying to point out that ben and gwen hadn't move since they had left but her comes memry looking to start a fire.

"Guys hey it's getting dark out there. Have you been standing there the whole time we left?" She asked bluntly making everyone wince now the awkward scene had gotten more tense.

Benni broke the tension in four words. "Is that a fire?" everyone walked to the window over looking Washington even though they were only two stories off the floor they had seen a huge plume of smoke rise over a few buildings.

Finding the opportunity ben shouted "HERO TIME" he turned in to heat blast opening a window on to the terrace that gave a better look of the city as he flew into the air memry disappearing back into the watch as Ben left a streak of orange behind him.

"well lets go why have to go pick him up when the watch runs out of power." Benni stated opening the door rushing to the R.V. _"here we go."_ Benni thought as a smile formed on his face.

Chapter 8: Washington b. you later


	11. Chapter 11

**Chapter 8: Washington b. you soon**

**Bolded** words are for reverberating or alien voices

_Italicized_ thoughts

Underlined emphasis or shouting

Disclaimer I do not own ben 10 or anything I am writing; only Benni Donna/ don-don and Memry are my character.

There was a fire in the middle of downtown Washington D.C. the building was a flame there were people trapped inside as Ben neared the scene Memry was talking in his head. _'Remember ben you control the flame command it and save those people.' _With that Ben jumped into the fire not giving a second thought on his safety only for those men woman and children still trapped in the fire. By the time Benni and the group had reached Bens location the building had already burned and ben was talking to a child about sumo slammers cards.

"Seriously dweeb the fire was a distraction we have to get going or the real perps will get away!" Gwen shouted over the crowd gathered around heat blast he looked there way and said okay as a van flew by Gwen telling him those are the perps he has to stop. Ben was in hot pursuit with Gwen and grandpa hot on his tail, but Benni had stayed behind looking around the fire burned building the fire men still looking if anyone had been buried underneath unfortunately there was Benni was staring at the burnt corpse of a baby barely a few months old Benni estimated and the mother a young girl probably 24 trying to protect the baby the mom was alive but with third degree burns she had failed to protect her baby she laid there conscious but not wanting to move she had failed to save her baby while she lives she wanted to lay there and die. Benni's face was covered by his hoodie casting a dark shadow over the dead child and the broken mother Don-don on his head looked to Benni with a sad look on his face. "I can save her." Benni spoke looking at the mother who twitched at the prospect of her daughter living again. "Well I can revive her if she dies after it was because she didn't have the will to live." Benni now crouching next to the mother waiting for her answer.

"Yes, save my child please." The mother pleaded through burnt lips, Benni smiled.

"I'll do better than that girl." Benni laid his hand on the baby healing her wounds and restarting her heart the child had started to cry wailing out Benni laid his hand on the mother and her third degree burns healed to minor first degree burns with that Benni walked away as the mother began to shout for help completely forgetting how she was there or the miracle that Benni had worked on her and her daughter she shouted with happiness that she didn't know where the feeling was coming from.

"Benni are you sure that was a good idea you know that drains a lot of power and you…" Don-don was cut off.

"It's cool they won't make that much of a difference in the time stream besides it's about time they found me you know I can't leave a person to die well children at least. Besides it's better if it's when I'm alone like this but probably it will be when I'm with the group." Benni finished a tear forming in his eyes as right before him he saw the future that girl would have and it gave him pride that he helped her become that. Don-don noticed feeling happy that Benni felt something even in his serious mode. "Come on Bens probably caught those criminals by now." Benni said running to Bens side they were a few blocks away but Benni caught up to Ben before he timed out Ben got smug catching two criminals petty thieves at that. Benni held back disappearing into an alleyway as he looked on the scene.

"**Now you guys turn around and face** me." Ben said turning back to his human form, he didn't notice to enthralled in his victory to care the blare of a police siren could be heard the thieves took noticed getting ready to jump ben hitting him in the stomach he fell to the floor noticing he was human but that one hit was all they got as the cops circled around them the police taking the thieves into custody. "Well that was a fail." Ben said to himself massaging his stomach were the thieves had hit him grandpa and Gwen had pulled up to Ben letting him in. Benni casually walked to the R.V. entered it and grabbed ben by his collar lifting him up a good two feet off the floor.

"What the hell was that?" Benni asked in a calm voice contradicting his actions.

"Benni calm down calm down." Don-don begged knowing that he was furious right now not trying to intimidate like he was the employees that tried grabbing her, this was rage pure rage.

"What are you doing dumbass?" Ben asked. "I am not allowed to gloat when I get a clear victory?" Ben finished Benni still calm glared at Ben before throwing him out the R.V. with such force the door of the R.V. broke off its hinges Ben still flew a good three four feet from the R.V. Benni walked out Gwen and Max to stunned to act don-don still attempting to calm Benni down.

"Clear victory you let an innocent child a baby die and broke the mind a of a young mother, got the wind knocked out of you and you call that a clear victory." Benni shouted audible to ben only whose eyes grew wide with shock.

"No that's not true I haven't let anyone die let alone a child…" Ben retort cut off Benni raising his fist about to punch ben in the face he caught himself his anger left him as he saw ben breakdown at the sudden realization he just ended a young person's life no a baby's life.

"Damn, it's okay ben she fine I saved her and the mother as long as this whole hero business doesn't go to your head I will save those you can't deal." Benni asked stretching out his hand. Ben looked again into bens old and wisdom filled eyes. Smiling he grabbed Benni's hand lifting himself off the ground he looked to Benni who had started to walk to the R.V. grabbing the door it was heavy and Benni almost dropped it as ben came to his aid and together put the door back on and with some elbow grease they fixed the door they walked in to the R.V. talking small chit chat they saw Gwen and Max still frozen from what happened minutes ago. "Hello come on there is still the matter of Memry's clothes and I doubt that your R.V. has the space for a change." Benni said snapping Gwen and Max down to earth they nodded not believing what they had seen they remember bits of details talk of a baby they were fighting or ben was getting his butt kicked across the ground and up the wall and now they were all buddy-buddy like nothing happened it was to much for them and they decided to leave it at that.

Back at the hotel they were having the time of there live dressing memry in clothes benni himself picked out the clothes and his fashion senses were mostly for boys not girls benni had picked out basic t-shirts dark and vibrant colors whites and blacks yellows and reds and those were just the shirts his choices in hoodies were corrupt to say the least he picked out two on was red to match memry's bang needles to say she loved it, it fit snug and hugged her chest ben felt that a nose bleed was close so he asked her to change quickly and everyone laughed even gwen as he said that knowing full well why he wanted her to change.

"Grandpa thanks for buying Memry all these things. I promise I will pay you back." Ben said with a grin on his face how could his grandpa afford all this he thought.

"Oh don't thank me Ben it was benni who bought all these things." Grandpa stated pointing at benni who with a smug grin on his face pulled out a debt card with his picture on it.

"Cool huh best part they think just because I have a debt card that I'm old enough to buy whatever I want, and really no biggi last time I used this was a few months back when I was in china I bought gwen a souvenir." Benni said Gwen with a smile on her face and Ben again feeling jealousy but he couldn't tell why.

"cool I remember that you stayed out of school for two days but thanks for the jade bracelet it must have cost a fortune." Gwen said pulling out a bracelet from a drawer where she put her accessories.

"It's cool but if I had to guess I say ben has more money than me." He said pointing at Ben looking down at the ground. _'He bought her a jade bracelet how can I compete with that'_ Ben thought to himself before he realized they were looking at him with quizzical eyes even memry looked at him.

"What?" He asked benni restated his comment. "Not really." Ben said flatly trying to get off the subject of money.

"Ben I think we should comment on how much money we have to spend on this trip." Max stated trying to figure out how benni calmed ben had more money then he did. "I'll start I have $30000 in my account that I keep for vacations." Max stated leaving Gwen wide eyed she went next.

"Um I have $1000 to spend."

"$100000." Benni said Gwen and Max had a look of disbelief how could benni have so much money for someone his age looking at ben he was losing his composer as benni was poking him to say the amount he actually had. Ben took the bait.

"1 Million." He sighed defeated he didn't tell anyone of his vacation savings.

Gwen and Max had slid to the floor. "This is too much how can you have that much money ben just for a vacation how could get so much money in two years." Gwen asked as max had enough for one night and simply exited the door went to his room and fell into a deep and restful sleep.

"Well I have computer smart so I decide to help a few game development companies under an alias I had developed a few software programs and the contract I had drawn up promised compensation each time someone runs the program and one thing lead to another and I kept getting money I give a large portion to charities and keep about 10% of the profits I pay a few bills in the house to. Oh yeah we spent so much time talking about the last time we saw each other I never told you about this huh." Ben said to a stupefied Gwen.

Before ben could continue there was an explosion at there door strong enough to force it open but not enough to tear it off its hinges. Men had started pouring in with guns and all of them were fixed on you guess it benni each one ready to fire on someone's command. Enter a tall mid 30 woman dressed in a flowing gown her face gave off no emotions and she had glasses that did not give a hint of how she looked below them, her hair was black and reached her lower back it shown even in the dull light of the room she stepped lightly and carefully towards benni she took off her glasses and everyone, everyone including the soldiers with guns excluding benni gasped she was down right beautiful a bombshell like a nuclear bomb she spoke "Hello son you have gotten off your game if you haven't moved on already." This woman said in a heavenly voice that sent a chill of pleasure down everyone's backs.

"Not really Zena I just decided on our deal this was the perfect moment to take advantage of it." Benni said as he moved his head to the left the wall behind it crunched into itself Zena's hand outstretched annoyed.

"I told you call me mom cant you provide your dear sweet mother that much." She said beginning to fake cry but only Don-don and benni knew this everyone else was caught in her act. (She is an extremely good actor don't you think?) Ben and Gwen even Memry had shed a tear. Benni snapped his finger in front of there faces bringing back there attention.

"Guys my mom had just busted into the hotel with at least 30 men armed to the teeth and you decide to cry for her these guys want to kill me…" benni was interrupted as memry went on the attack getting ready to hit benni's mom. "NOOOOOO" benni shouted as his mother simply lifted her arm and memry exploded apart her pieces began to reform going back to the omnitrix. "Not cool mom that was harsh even by my standards." Benni said holding back ben and Gwen.

"Come on son I could tell that you made whatever that was she wouldn't die from a hit like that now unless you want your friends there to be shot to death I recommend you start running." Zena finished benni instantly jumped out the open window disappearing into the night his mother shouted the others to follow him each preceded to toss themselves out the window until only Zena stood in the room alone with Ben and Gwen. "My benni sure has a lot of energy. Thank you children for taking care of benni when he's finished with my men he will be back I will come back later when he's done so until then take care." Zena said casually walking to the door and before she closed it she told them. "If benni does make it back I will answer on question you have no matter how vague I will answer to the best of my abilities bye now." She finished closing the door.

Ben and Gwen were so tired that they simply landed on the bed and passed out each on opposite ends of the bed.

(Enter bens dream world)

We find the young hero in his room in bell wood only it's clean that you can see the floor. "I must be dreaming I don't even know how the floor of my room looks." Ben said to himself but expecting someone to be there with him much to his satisfaction he heard the voice or voices he hoped to hear.

"Of course not ben we cleaned your room for you like good girlfriends do." Memry said her blue eyes shining at her comment overflowing with pride her brown her with its bang that came over her forehead on the right side the streaks of red glowing in the light of Bens room her breast, that little bit of pubic hair, again she was stark naked in front of Ben he looked left to a similar sight his cousin his other girlfriend looked at him with lust filled eyes she was naked her slit had no pubic hair her breast were smaller but he loved the sight nonetheless.

They both walked over to him he was fully clothes and they were going to fix that. they began to strip him slowly brushing there bodies over exposed skin sending Ben it a slight high at the feel of there skin they started with his shirt pulling it up over his head and leaving it just above his mouth locking his arms making it difficult for him to get out. Gwen had started assaulting his mouth licking his lips not allowing him to lick her tongue she kept teasing him like this for a minute as Memry started stripping his pants only pulling down enough so they were just at his lower thighs Memry touched her thighs Gwen got the signal. Gwen pushed Ben backward stopping her ministration on his lips as ben landed on his bed she started again instantly still not putting her mouth on his and not letting his tongue touch hers she loved teasing him and he loved being teased. Ben gasped and convulsed as Memry's mouth surrounded Ben's member loud and obscene slurping sound could be heard making Gwen and Ben more excited Ben had had enough he tore off the shirt grabbing Gwen by her face and locking lips with her. After he started the kiss his hand rolled down her back she mewed into his mouth as he got to her ass and firmly gave it a squeeze making her moan audibly as Ben got to the end her eyes rolled to the back of her head as Ben started inserting one finger then two and finally three sending gwen into primal groans of pleasure as he dug two finger into her and kept pumping the third. he looked to Memry who was playing with herself still sucking his member using her free hand to play with his balls. He lightly touched memry's hair brushing his fingers through her hair he was close but he held it in wanting to increase the pleasure.

Memry wanted him badly but held out wanting him to climax in her mouth on queue ben let out his heat it was almost to much for her, she swallowed as it came pouring out of him he tasted so sweet she thought as she lost her senses she slumped on top of ben rubbing herself with his member as she looked to gwen who passed out her eyes still stuck to the back of her head from the pleasure a large stain on bens bed near her thighs memry was surprised as ben had grabbed her by her hips and thrusted into her putting his member fully into her even though he was young he was muscular she thought looking at bens body at the first time seeing him naked clearly his 8 inch member inserted fully into her touching her deepest spot she screamed out not of pain but pure ecstasy her first time had been with the person she fell in love with and she would not have had it any other way ben started thrusting into her.

Gwen awoke from her unconscious form and looked surprised to see Ben pumping into Memry merciless her eyes looked just like Gwen's when she was being finger fucked by ben she thought and blushed at the look on her face. she proceeded to place her slit in front of Bens face and he began to tease her just like she did Gwen started shifting her hips trying to get Ben to stick his tongue in she broke down not able to take the ministration. "BEN PLEASE STICK YOUR TONGUE IN ME CAUSE ME TO PASS OUT WITH IT PLE…" Gwen gasped as Ben stuck his tongue in deep licking into her walls felling the fold of her insides pushing her and him closer to the edge Memry was enjoying herself but she couldn't hold out forever she was close. Ben stuck his tongue into gwen and she climaxed into his mouth he swallowed it all finding she tasted sweet, Memry had tighten around Bens member forcing him over the edge he climaxed inside her deepest spot with a jerk in his hips both gwen and memry had passed out the scenery around him began to disappear as he was waking up gwen disappeared memry stayed ben looked confused but he put two and two together just before his body woke up.

Ben woke up to a surprise

(go back a few hours.)

It was dark even in Washington D.C. we find a lone soldier he was running scared he ran until he tripped looking around hoping he had escaped but he knew better he had lost good men in this game of hide and seek and they weren't wining he began to cry as a shadow had approached him lifting its arm bringing it down a spurts of blood hit the wall it was over the winner benni participant 31 survivors 1 benni walked away leaving the dying soldier his eyes a terrifying red Don-Don asleep on the hotel roof dead 0 ~ 1 benni felt terrible it had to be done he thought to comfort himself, it had to be done.

**A.N. big shout out to bowow0708 for reading and reviewing he helps me a lot some could learn form his examples if more reviews don't come in it really brings me down come on I write a review on every story I read it doesn't hurt to give up 2 minutes to write something there will be surprises in next few fic's if no reviews come on they can flame me I can take it they can praise me admire or hate the relation ship I do this cause I want to.**

**P.S. this will be a two or three part arc cant tell right now so bear with me**


	12. Chapter 12

**Chapter 8: Washington b. you soon (PT 2)**

**Bolded words are for reverberating or alien voices**

**Italicized thoughts**

**Underlined emphasis or shouting**

**Disclaimer I do not own ben 10 or anything I am writing; only Benni Donna/ don-don, Zena, and Memry are my character.**

**Now begins our story.**

Ben woke up to a surprise

He opened his eyes only to see a white bottom he figured it was Don-don sleeping on his face like he does with Benni he was planning on lifting him up off him but he couldn't lift his arms before he could look to his left he was staring at a beige ceiling with arms around his neck. Don-Don had transformed Ben looked at the 10 year old girl cradling his neck she was crying whimpering even in her sleep. Her eyes puffy and red, her black hair at the white tips were flying out in a disheveled manner this was all Ben was able to see from his angle. _'She looks terrible'_ Ben thought to himself

"Benni no… you don't… just leave hi…" she finished breaking into a quiet sob into Bens chest.

Ben looked at her confused_ 'How did Don-don transform into this girl?' _Ben asked himself but he was blinded again. Don-don had transformed back to his usual bird form laying on Bens face before waking up and flying to bens chest. Ben saw that Don-don had a look of disbelief on his face Don-don looked to ben's left then his right still with a dumbfounded look on the birds face. Ben for the first time since he awoke looked to his sides instantly his face turned tomato red Ben found himself in the middle of the bed his arms wrapped around two people each on opposite sides of him. Gwen was on his left her head on Bens shoulder using it as a pillow Memry on his right laying on Ben the same way Gwen was but Memry had a smile on her face.

"WHAT IS GOING ON HERE!?" Don-don shouted making Ben jump in surprise at his sudden outburst Ben shot Don-Don a deep and angry glare clearly mad before he felt the girls stir in his arms. Gwen was the first one to wake-up she saw she was cuddling close to ben she blushed embarrassed as she saw that one of bens arms was wrapped around her waist and her head was on his shoulder. She was happy inside but her face was blushed by embarrassment she was about to pass her hand over his chest before her embarrassment turned to rage as she saw Memry on the other side of Ben his other arm wrapped around her too. She looked up at Ben anger taking control; she slapped him with an audible "smack" sound. Don-don was stupefied she had flown off Ben from the surprise of the "smack" sound and was hovering a few feet away. Auto defense had awoken Memry and in a swift motion she had her arm outstretched her fingertips almost making contact with Gwen's throat. Ben caught her hand mid-air his head was turned from the force of the slap so he was looking at Memry. Memry looked up to ben who was facing her. She flipped.

"YOU LITTLE BITCH!" Memry screamed at Gwen she had tried to lunge at Gwen but Ben grabbed her shoulders firmly restraining whole body his face still hidden from Gwen and did something that surprised Gwen and Memry, he pulled memry into a hug. The hug lasted for a few second but those seconds had done its damage and repair. Memry had calmed down and hugged Ben back enjoying his warmth on her, the feel of his toned arms wrapped around only her, she smiled a placid and peaceful smile.

Gwen was heartbroken as she looked at Ben and Memry hugging. She hung her head down _'why is he hugging her? She's just a copy of me can't Ben see that, can't he see how I feel about him?' _Gwen asked herself before revelation hit her _'I just slapped ben.'_ She thought looking at the hand that had struck the one she loved and hurt him deeply. _'This is my fault that he's hugging "her", looking at "her" right now, at that replica.'_ She finished as she slowly walked out into the living room leaving Ben and Memry in there close embrace. She found Benni in the kitchen of the suite cooking an omelet he turned his head to look at Gwen

"Well Gwen your right on time. omelet they always make you feel better." Benni offered a still shocked Gwen. "Guess not, well don't worry things are always bad in the beginning they usually get worse but they always get better at the end you'll see." Benni finished working on the fourth omelet.

Gwen looked at Benni "Did you hear all that?" she asked already knowing he did.

"Yeah I did tuff luck huh. Well it could have been worse."

"How could it have been worse?" she asked accusingly at Benni still cooking not looking at her as he answered.

"Memry could have killed you." He said flatly but Gwen knew Benni enough to know he wasn't lying (of course she does.) "But I promise you things will get better and you will get what you want, trust me." He finished adding the salt to the omelet and herbs Gwen couldn't place her finger on what they were.

"How will this possible get better Benni? Ben was in bed with me and another girl with his arm wrapped around "her", now he in there hugging "her" and I just slapped him I know that hurt him." Gwen confessed to Benni, she said "her" with evident disdain. Gwen could tell Benni anything he always listened and gave pretty good advice she had trusted him with her deepest darkest secret and he kept it safe.

Benni smiled his remarkable smile and looked at Gwen. "Worry later eat now, even the strongest of armies are defeated if they never eat and you definitely need this." He said placing an omelet on a plate putting it on the table and sat her down. With fork in hand he shoved the first fork full into her mouth just before she could say anything. Soon Gwen was over taken by the flavors and she sat there eating his amazing omelets she had started to cry. Benni smiled "Gwen did you know that if you feel glum the food won't taste as good as it should and it will do everything within its power to change your attitude to something more fitting its taste?" she asked a still crying still eating Gwen not waiting for a response he continued. "Say if you eat an ingredient that had its time in the sun and was taken care of well the taste would be bitter at the beginning if the food was meant to be eaten happy but you are sad changing to sweet when you finish eating it get it, but these omelets were made with ingredients were it always rains and the sun always comes out shining later it is best to eat these sad while it is raining," he said looking outside to the pouring streets of Washington D.C. "since by the time you're done you will feel so much better just like the flowers, herbs, and trees in Washington D.C. when they are greeted by the sun." he finished as the first rays of light shone through the window.

Gwen had finished her two omelets and even with all that happened she smiled happily not knowing why. "The power of food, huh." She stated looking at Benni he was still in his hoodie a shadow across his eyes so she couldn't see them but she saw the smile on his face and how it reminded her of Ben it stung but not as bad as it would have a few minutes ago. She looked to Benni.

"Well get dressed we have a long day ahead… and it just got longer." Benni said as the hotel door swung open and Zena Benni's mom walked in angry.

"BENNI!" she screamed instantly Ben Memry and Don-don filled into the living room Don-don landing on Benni's head. Benni noticed that Memry had a grimace on her face but her eyes shone with such pleasure. Ben looked terrible to say the least he had a huge hand print on his face, his eyes puffy and red. _'Ouch poor Ben looks like it hurt.'_ Benni's thoughts cut off by his mom. "What is the meaning of this?" she questioned Benni.

"I completed the game that all you asked me to do. The rules were that I be the last person standing and I was." Benni said in a matter-of-fact way. His reasoning clear and sound.

"But you had to kill them…"

"No I didn't I had to knock them out that was all, besides I killed the minimum of one." He said Zena had notice that Benni's eyes were hidden under his hoodie she figured he had them closed a smile creeping on her lips.

"You did then let me see your eyes. Yes it's a demand or you lose two friends right now" she demanded raising her left hand to Ben and Gwen.

Benni scratched his hair. He gave up. He took off his hoodie. Ben saw his hair was white. Benni had glasses on under his hoodie completely hiding the colors of his eyes. Zena had a smile crawl across her face as Benni began to remove his glasses his eyes shut. What Ben and Gwen saw shocked them, Memry with her acute senses felt an indescribable fear as she looked into Benni's eyes his blood red eyes his dark menacing blood red eyes.

"Weren't your eyes green?" Ben asked

"Yes and no my hair is white and my eyes are red, Benni's eyes are green and His hair is black." Said Benni

"Well how ar…" ben was cut off.

"Alpha how long have you been in control!" Zena asked Benni/Alpha with a grin that was evidently full of happiness.

"Since last night."

"Amazing and Benni hasn't asked for control yet?"

"He has but I asked for the favor I want to explain myself to Ben and Gwen before Benni has to do it again make it easier on him the next time" Alpha said leaving a confused Ben and Gwen looking at him like he's gone crazy.

"What are you saying? Explain what to us?"

"Ben, how old do you think I am?" Alpha asked

"10 obviously like us."

"Ha, Ha, Ha, Ha, Yes I guess technically but I personally am more than 7 trillion years old a thousand times older than your universe."

"How is that possible? Who/What are you?" ben asked getting pissed. Alpha smiled _'Everyone is reacting just like benni thought they would ben is asking the questions gwen and memry aren't saying anything Don-don is on my head listening intently waiting if I try to attack mom'_

"Oh come now ben haven't you heard that energy cannot be created or destroyed, memory, thought, experiences, everything. every action in space time has been recorded into energy unfortunately I had proved that theory I didn't know something that bad would happen and in a lab accident I had merged with the energy of the universe gaining complete control over every aspect in the universe, of course there are debilitation and ramification I have to deal with, huh best example is to say if any of the other me try to interfere in a set event then a time space calamity would happen. But that's another concept all together…. I hope that answers how it's possible to be 7 trillion years old but also be just 10. Ah yes, about who/what I am, I am the tide as it recede and advances I am the earths speed as it rotates around its axis I am its revolutions around the sun the transfer of its heat to every living thing on this planet in any universe but I am just a small part in the whole cycle that is what I am for the who I am nothing a whisper in the ear of reality, yes I know its corny but it is the best I can give for right now. Benni right now, he exists for this time period. He can directly interfere in this time he has all my knowledge but none of my powers. Think back Gwen?" he asked Gwen and instantly memories flooded Gwen's mind, events that she had forgotten about Benni and Ben.

"I learned all of this before. You told me before." Realization dawned on her face as she remembered one year ago when she found out Benni's secret then a memory form two years ago as she almost kissed Ben, another memory one day after summer vacation started Ben and her lying on the ground as she was caught up in passion and lust and a thought hit her. "So that's why you're telling us this? you can manipulate our memories so we forget all of this." She stated shrinking away not wanting to forget how she was with ben. "You manipulate events so that…"

"NO, haven't you been paying attention I don't manipulate events Benni does, he has knowledge of science, math, history, basic intelligence infinite knowledge but we don't let him see the future he makes it himself. Anyways the reason I actually came he was just to give Benni an idea of how to explain things to you guys later. Don't be too hard on him okay… Not like you'll remember any of this anyway." Benni finished waving his hand in front of the trio's faces getting tired of explaining this to them. They fell to the floor snoring before they even touched the ground. "Now Zena I kept the deal in our game of hide and seek you leave benni alone for the rest of the summer okay? He has had to kill once already I don't want his hands dyed in blood like mine and everyone else's are."

"he hasn't killed anyone that guard at the end was mortally wounded but he lived if that was worrying benni tell him that I would never have him kill anyone I am his mother after all alright honey." Zena said in a motherly tone that took Alpha back.

"Huh I know it weird that your husband and son are the same person." Alpha stated but Zena shook her head.

"Yes it is but you were Alpha I gave birth to Benni you just tagged along with him." Zena said laughing her angelic laugh sending shivers down Alphas spine _'This is my body don't get any ideas.'_ Benni said to Alpha.

"Alpha what exactly is your and benni's compromise He let you control him for so long what did you give him?" Zena asked her former husband.

"Two things one was that I would allow benni to teach ben how to fight in his human form the next was that ben be altered so that he could learn anything simply by seeing how its done." Alpha stated. Zena simply nodded her head trying to figure out what her son was planning.

"Benni truly is the best out of all of your selves isn't he. There is one thing that bothers me."

"Yes he is he will be a great man. What's that?"

"You said benni doesn't know the future but he obviously must I mean he's able to plan this far ahead."

"No like I told Gwen he can't see the future. Everything he has done he planned and guessed would happen. He has an ability all his own an extreme intuition that borderlines with prophecies. Oh seems like my time is up bye honey maybe we will se each other soon."

With that out of the way Alpha let benni have control back. His hair turned to his regular black color he got that from his mom and his eyes turned back to their green color they looked a shade lighter he got those form his mom too. "Good to be back in control now help me take these guys to bed they will wake up in about four minutes." Benni told his mom. She helped him with ben but memry and Gwen he had to take care of himself. As they had finished lying the trio on the bed benni led his mom to the kitchen and gave her an omelet. "Don't worry they these are best eaten in silence the ones I made for Gwen were special. You played your part extremely well, it must have been difficult to pretend to be angry all that time?" benni questioned his mom.

"Not really you asked me so I played my part. I just wish you would come home more often." She said a real tear forming in her eye.

"I will after this vacation I will come home. Alright?" benni told his mom as she smiled. She began to eat her omelet it was still just as delicious as she remembered. She finished before the scene form this morning had repeated. SMACK, YOU LITTLE BITCH, and gwen walking in confessing to benni but something was different this time gwen noticed Zena and shouted at the top of her lung instantly Ben and Memry went into the kitchen. Ben looked terrible to say the least worst then he was before he had a huge hand print on his face but it was fire truck red it was as bright as Rudolph's nose, his eyes were puffier and redder. _'Ouch poor Ben twice in one day.' _Benni thought.

"Hey gwen its cool she just wanted some omelets that's all." Benni said in a simple tone.

"She attacked with 30 armed men and blew memry apart." Ben interjected pointing an accusing finger at Zena.

"Dude it could have been worse at least she didn't RPG the room like last time. Besides she's my mom its regular behavior for u… her anyway" That comment left an amazed Ben and a Shocked Gwen.

(In a lab a few blocks away)

"How many times do I have to tell you all my money goes into my research" a 50+ old man human but he had slightly green skin with white hair.

"Mr. Animo…"

"Dr. Animo" Animo corrected

"Dr. Animo you have yet to pay your rent for the year I am sorry but you have to leave now." The landlord commanded. Animo shrugged as he put on a helmet aiming it at the landlord but changed his shot to an amphibian that was behind him the frog instantly was enveloped in a red light what took it place was a larger frog with red eyes and three horns growing out of its head.

"Now then would you be so kind as to take care of this problem?" Animo asked

"But how do I take care of that." The landlord had slumped to the floor a look of shock on his face.

"I wasn't talking to you homosapien." Animo said. The landlord went from shock to fear as it dawned on him he looked to the large frog the large hungry frog. It flicked out its tongue enveloping the landlord and brought it to its mouth swallowing it whole. "now that that is taken care of I need just a few more parts to bring my trans-modulator up to its next level but where can I get it I have search high and low but where can I find them…" as if by divine answer or stupid luck the TV Presented an ad about a new shop that had everything from osmium to kitchen towels. Animo smiled at the ad. "We are going on a trip my dear." Animo said to the frog, he started laughing manically only to be inturupted by the frog burping up the landlord left shoe. "perfect." Animo said sarcastically


	13. Chapter 13

**Chapter 10: Washington b. you soon (PT 3)**

**Bolded words are for reverberating or alien voices**

**_Italicized _thoughts**

**Underlined emphasis or shouting**

**Disclaimer I do not own ben 10 or anything I am writing; only OCS and select stories**

**A.N. I know that this is an extremely long arc but it was just to reveal a bit more about Benni this is the last part in the arc so enjoy.**

(We return to our heroes at the new shop called mega-mall)

"Man this place has everything!" Benni said excitedly as he looked around. "Mom can you buy me that?" Benni asked pointing to a video game.

"Gosh you are such a child…" Zena chided. "Here" She told Benni still buying him the game. Benni smiled he loved his mom, especially when she went shopping with him.

Ben, Gwen, and Grandpa Max all stared at the scene unfolding before them. Zena the assumed attacker who infiltrated the hotel, held them at gun point and threaten to kill them, twice, is having a shopping day with her son Benni it was too much for them and they just let it slide.

"Can you buy me this?" Gwen said pointing to a small dress.

"NO." Zena said adamantly.

"I'll buy it for you Gwen." Benni stated. Not looking at the dress or at Gwen he was shuffling through a pile of clothes.

"NO, I'll buy it for you cous'." Ben stated hoping to have at least Gwen look at him. She simply placed the dress back not even looking back at ben, but he decided to take it _anyway 'A present for her.'_ Ben thought he saw that the dress was blue with a cat face bedazzled into it. "Cute." Ben stated Gwen just caught what he said and blushed still not looking back.

'_I know I should be comforting him but I just feel so mad he hugged memry so lovingly… am I jealous of my cousin, __MY COUSIN,__ and an "I don't know what are dating"…?' _Gwen asked herself she was close to Benni.

"It not that she is dating someone it's that he isn't dating you and yes you are jealous of "her"." Benni told Gwen. "Ma do you think Donna would look good in this." Benni held up a dress it was black with straps on the shoulders. Zena nodded in approval.

"She would love it Benni." Zena stated walking off to the woman's section.

"What do you mean I am jealous of a… an…"Gwen was lost for the word.

"Person, girl, real, bens girlfriend." Benni listed much to Gwen irritation at the last name.

"She is not a real person she was something the omnitrix created. She is fake an imitation of me with only cosmetic differences." Gwen stated adamantly.

"And physical differences to. Does that look fake?" Benni asked pointing to were ben and memry were laughing at a funny show on one of the display T.V.'s. "She laughs, she feels pain, and she has as many emotions as any human. If you ask nicely and don't go overboard, I will make it so that you and memry can share ben if it's for you ben would g…" Gwen shouted loudly but not loud enough to attract attention.

"YOU WANT ME AND MEMRY TO SHARE BEN ARE YOU CRAZY BENNI?"

"I'm crazy but you must be crazier than me if you think having these feeling for your own cousin is okay and polygamy isn't. Just think long and hard on what it is you want Gwen cause life leaves those who can't change behind." Benni finished he had 2 weeks' worth of dresses in his hand walking away to pay for them.

He left Gwen in thought what is it she really wanted?

The group was about to leave the store before

**BOOM**

A blast reverberated through the store Ben and Gwen where the nearest to the origin of the blast and went to check it out. Animo was looking through piles of metals with his giant frog on his left he was looking through a pile of chips and dials looking for something specific. The frog had noticed Ben and Gwen closing in Animo, who simply nodded to the frog. And it leapt to Ben and Gwen with hunger in its eyes.

"Who are you?" ben asked just before the frog had landed behind them. Its body tensed.

"I am Doctor Aloysius James Animo and you my children are frog food." He stated as the frog let its tongue fly out to Ben and Gwen they nimbly dodged the tongue ben slide with his feet still on the ground he began to activate the omnitrix he selected four arms slammed the dial down and nothing happened.

"son of a bi-" ben was cut off as the frog lashed its tongue at ben swiping him to the side he landed in the pets section of the store before he crashed into memry who was looking over a raven and hamster.

"Ben what the hell happened to you?" memry asked a now bird seed covered Ben.

"OH nothing memry I was just knocked four yards across a store by a giant mutated frog, oh and the watch didn't work thank you very much." Ben retorted with clear sarcasm. Gwen had caught up with Ben and so did Animo he closed in on Ben who now began arguing with Gwen they were to preoccupied to see the doctor as he let loose another red beam.

They were too distracted to notice beady red eyes just behind them getting ready to attack just before the pounce a black and white object had flown in front of the mysterious creature.

Benni looked onto the blast and shrugged it off not going to help until grandpa max ran up to Benni.

"Benni, we have a problem."

"What is it max?"

"Don-dons gone off to check the blast she thought you were over there."

"WHAT, that dumb bird. Max you go to the R.V. and get it ready we may need to leave fast." Benni finished running to where Don-Don was. _'Dammit Don-don can't you once just let them handle it themselves.'_ Benni thought to himself nearing the mechanics section the origin of the blast before he heard a scream it was Gwen he could tell from the voice but they were in the pet section and he ran full speed to reach them.

Animo had transformed more animals into mutated monsters there were three including the frog one was a raven, another was a hamster. The raven had grown to the size of the R.V., its wings had grown to the length of 3 yard each wing, its beak was a dark ebony color and its eyes were pitch black darker then a black hole. While the hamster had only grown to the size of an adult its beady little red eyes and buck teeth were not encouraging.

Benni had arrived to the scene and to say he was surprised was the understatement of the century what he saw shocked him to his core Gwen screamed because not of what she say but what had happened.

"Benni I am sorry, I am so sorry, I'm sorry, I'm sorry…" Gwen kept repeating as she looked from Benni to the mutant hamster he saw Ben and Memry but Don-Don was nowhere to be seen.

It clicked in his head in one instant and his shock was replaced by anger, pure fury. He looked to ben, then Gwen, then Animo, the frog, the bird, and finally the hamster. Each of his glares sent fear into those he looked at memry was close to ben she was trembling even though Benni didn't look at her she was so scared that she couldn't move looking at Benni she considered it the equivalent of looking at the devil in the eye only one hundred times scarier. Benni shouted a primal lion like roar everything stopped for one second then hysteria set in the people who were away from the location shuddered a few passed out everyone every animal bug and creature who were still conscious ran, ran like the devil himself with the grim reaper were chasing them.

Benni was charging at the hamster letting instinct take over the first thing he did was punch through the hamster's teeth and reached down his throat he shifted his arm down the creatures esophagus not knowing what he was looking for _'if I don't find anything then this hamster loses its throat' _he thought to himself. His rage was quelled as he felt a fluffy object it the hamsters throat he pulled it out to find a relatively fine if not saliva covered Don-don he pulled Don-don from the animals throat he was happy but still mad at the hamster Benni held don-don in his left hand he was beginning to deliver the finishing blow with his right…

"DON'T YOU DARE BENNI?" Don-don shouted at him jogging him back to reality.

"Give me one good reason not to?" He asked, everyone around them was still shocked the fear they felt was over powering and in one instant it was gone Animo was the first to recover he ran back to the mechanic section to get the parts he needed and started running away he dropped a piece of newspaper that was in his pocket.

"I am fine, no one is hurt, and that is a female hamster." Don-don answered his reasons seemed to calm him down completely.

"I said give me one not three." Benni retorted but with his happy and goofy smile on his face. Whatever pent up tension there was it disappeared right there with his smile. Ben, Gwen, Memry, the raven, and the frog could finally move every one of them letting out a breath they had not known they had been holding. Benni quickly moved his right hand poking spots on the hamster's neck instantly paralyzing it.

The bird and frog had begun to run away following their master out the store.

"Ben Gwen Memry get to the R.V. it's in the front, I will be there shortly." Benni commanded and they obeyed leaving the mall.

"Man that was weird." Ben stated Memry and Gwen walking next to him

"Weird it was scary I felt like I was looking at a demon even the devil would shit his pants from looking at it." Memry emphasized. "I felt terrified I could not move a finger it was complete terror." Memry finished.

"Yeah ben I don't understand how you cant be afraid of him, all you have to say was it was weird." Gwen interjected.

"I don't know I just looked him and I could tell he would never be that mad at us." Ben stated calmly and honestly.

"**Whatever.**" Both Gwen and memry said in unison surprising them both.

The R.V. had just pulled up into the front of the mall as the trio exited. They had to wait a few minutes before benni got there so they decided to do research on Animo or at least Gwen did ben was off side arguing with memry.

"… **THE OMNITRIX DIDN'T WORK.**" Ben shouted after he finished explaining the whole story to Memry and grandpa max he was shocked to say the least but he was focused on driving to really talk back with Ben. Memry on the other hand was not occupied and looked guiltily to Ben.

Ben had dragged her to the back of the R.V. and said the name of his and Gwen's room and took her to the nearby couch setting her down he told her more calmly now.

"What happened memry."

"I am sorry, I should have told you the omnitrix won't work right unless I am near you or inside the omnitrix."

Unnoticed by Ben and Memry Gwen had slipped in to the room looking on to the scene she was about to tell them what she had found until Ben uttered.

"Well I guess your going back into it then." Ben threatened. The threat made a smile grow across Gwen's face that went unnoticed by the group.

"NOOOO, I DON'T WANT TO GO BACK IN THERE." Memry shouted that shocked Ben as she began to cry a heart wrenching sob. "It's so beautiful out here the skies blue instead of green there are people I can talk to not just zombies that walk around." She began to break down on the floor luckily for them they were in there rooms separated from the others so no one interrupted them. "…and there's Grandpa Max, Benni, Don-don, Gwen." Saying Gwen's name with clear disdain. "And there's you Benjamin. I love you; please don't make me go in there again. I don't want to be alone. Please." Memry sobbed.

Ben had only known memry for a short time but this was unlike anything he had seen her do it caught him off guard. He had regained composure and looked at memry with sympathetic eyes. _'What are you doing man?'_ he asked himself in his head _'you just made your girlfriend cry. What the hell I wrong with you?' _ "**Argh**" Ben grunted knowing what he was. "I am sorry memry I didn't mean it just try to stick close to me from now on, okay." Ben finished pulling memry into a deep hug more brotherly then a boyfriend but memry hugged back with more affection that went close to that of couple love.

Gwen was getting mad and about to enter and interrupt the moment before she felt an impact on the R.V. so hard she slammed through the door back into the R.V. Just in time to see the raven enter the R.V. and fling itself into Gwen's direction.

Ben had come out of the room to ask his grandpa what was wrong but stopped taking in the scene that was before him Gwen hung by the collar of her shirt from the raven's beak, the raven flapping its huge wing getting ready for takeoff, and Gwen disappearing out the door into the setting afternoon.

"DAMMIT, AAAAAAAHHHHH." Ben shouted collapsing to the floor. "Dammit… Dammit… Dammit…" he mumbled through sobs as he reflected on his powerlessness to save his own family when she was right in front of his eyes. He felt defeated.

"Well there isn't much that can be done but get her back is there." A familiar voice called out from the now stopped R.V. it was soothing and cheerful full of excitement as if expecting something cool.

"No the boy is broken he has given up we will save her by ourselves we don't need those who can't dust themselves off and try again." Another familiar voice said it was high and condescending voice.

"Calm down Don-don he has just lost one of his family members I think you can be a little supportive."

"No it was by his powerlessness that he let her get caught in the first place." Don-don said as she flew into the door to peck ben in the head. He still had his face down a shadow across his face.

"Well that is true, but I am here to offer him a choice." Benni stated walking into the R.V. he looked to Memry first she was at the door for ben's room and looked at Ben with sadness in her eyes, Benni looked to Grandpa Max he too was staring at Ben with sympathetic eyes, and finally Benni looked to ben he looked at him with displeasure. "Well Ben here is the deal you get up from the floor and go save Gwen." Benni stated calmly his voice encouraging. Ben didn't move nor did he acknowledge that Benni and Don-don entered the room Don-don still pecking his head. Benni picked ben up by his collar and lifted him to his feet. "LISTEN YOU, IF YOU DON'T ACT NOW GWEN WILL DIE." Ben reacted to his comment on Gwen but Benni looked into bens eyes they were vacant and there regular jade green had been replaced with a gritty and dark green. "SHE IS ALIVE BEN NOW SNAP OUT OF IT BEFORE THAT RAVEN HAS HER FOR LUNCH." Benni shouted at Ben shaking him furiously. Ben pushed Benni to let go. Ben fell to the floor.

"HOW CAN I SAVE HER I DON'T EVEN KNOW WHERE SHE WENT." Ben shouted at Benni Don-don stopped pecking his head to rest on Benni's head. Ben's eyes had recovered a bit of that jade color and his eyes seemed livelier than before.

"That is the easy part finding her getting her back is the hard part. You have got to have an alien that can track her can't you?" Benni asked bens eyes widened.

He raised his hand to flip through the omnitrix dial looking for a specific alien. He looked to memry. "You coming with?" he asked extending his arm towards her.

"You promise to let me out if I do?" she questioned her eyes betraying her composed look she was scared.

"I promise help me save Gwen and you can stay out here for as long as you want." He answered her. She disappeared into the watch. A flash of green enveloped Ben as he began to transform. His skin began to grow orange fur it grew throughout his whole body it covered his eyes as he began to grow gills on his neck that began to grow longer and thicker, his body expanded he grew to the size of a medium bear but his body had more of a lion look with sharp claws, jagged razor sharp teeth and full body fur but he had no eyes and gills on his neck and didn't have a tail, with a Spaulder on his left shoulder in the center was the omnitrix symbol rising a little to still look like a dial.

This alien let out a loud roar that still could not compare with Benni's roar at the mall but it was close. It began to sniff at the air catching Gwen's scent with this heightened sense of smell he thought that Gwen smelled good. He began to run off in the direction the bird had taken off with Gwen.

"Come on Max we need to chase down that mutt." Benni stated jubilantly as he sat in the passenger's side in the front Max started the R.V. chasing after ben in his alien form he was going a good twenty miles an hour but as the R.V. caught up to him he began to move faster reaching a peak of 50 miles an hour. "impressive." Benni stated looking at Ben run in his four legs.

"Just like the good old days." Max commented catching Benni's attention

"Good old days aren't you just a plumber?" Benni asked Max had a smile on his face but didn't answer Benni.

They had chased the raven for a good 10 minutes before ben caught up to it luckily for them it was flying close to the ground and didn't see Ben jump up to its back. The bird lost balance for a second before it began to soar into the air trying to shake off the alien Ben it soared to the Washington monument and slammed straight on the top ben had a firm grip on the bird but the bird didn't have such a good grip on Gwen and she flew off saving herself by grabbing a pole placed on the top of the monument but was stuck there as the bird flew off Ben still grabbing is back now that Gwen was off he began his assault he slammed his claws into the birds back for more grip as he slammed his free paw in the back of its neck stunning it. They went into free fall ben on the birds back and nothing to brake the bird's fall they crashed in the ground ben barely hurt the bird knocked out ben started running to the Washington monument and with a leap he had reached a quarter ways to the top in three more vertical jumps up the monument he was at the top grabbing gwen by the waist to put her on top like she was riding a horse in one leap he headed towards the void that lead to nothing but solid ground a few hundred feet below. Gwen let out a shriek as ben plummeted to the ground below. Ben landed with a silent thud. Gwen got off of Ben and rushed to a tree where she began to barf from motion sickness, she finished a few moments later and looked to ben about to tell him off before she saw that he was sniffing her. He started inching closer and closer nearing Gwen. Gwen's eyes went wide with surprise as Ben leapt at Gwen tackling her to the ground he them proceeded to lick her across her face like a regular dog would after seeing its master and Gwen had to admit she enjoyed it his tongue felt rough but it was like a cats tongue she thought. In a flash the alien was replaced with Ben still liking Gwen for a few minutes he didn't realize he changed back.

"Uhummph." They heard a person cough behind them there eyes went wide with shock not expecting someone to sneak up on them they turned half expecting grandpa max half expecting a stranger to see them, but to Bens annoyance and Gwen's relief it was benni smiling at both of them. "That was a very touching moment like in the movie lassie but Ben don't you think licking your cousin is a little over the top?" Benni asked looking down at Ben and Gwen. Ben in his human form had Gwen pinned to the ground holding her arms down with his and her legs locked under his. Ben simply stared at benni before he did something that surprised Gwen and caused benni to laugh, he licked Gwen this time form the base of the neck to her bottom lip Gwen allowed him to a mewed internally at Bens action all the while Ben looked to Benni with a possessive glare. "Hey I know she's yours." Benni stated jokingly still causing ben and Gwen to blush a bit. "Anyways come on I have something for ben to do." Benni stated walking off to the crash site of where the bird was. "Ben tell me what you see there?" benni asked pointing at the bird ben was about to answer with just a bird before something clicked in his head.

He looked at the bird and began mumbling. "Small porcelain dust, faux animal fur, faux bone chipping…" he began listing off every small detail on the bird as if in a trance his eyes darting from spot to spot on the bird, he arrived at a conclusion. "This bird was at the natural history museum before it came after Gwen." Ben stated as he walked off to the R.V. getting ready to leave.

"is he right benni?" Gwen asked.

"Yup, Here look at this." Benni answered passing a piece of paper to Gwen. It was a news article recent it was a review for a new dinosaur exhibit in the natural history museum. "Why would he go there?" she asked benni as they began to walk in the R.V. that took off as they sat down and buckled in.

"I don't know." Ben said. "Gwen you did a bit of research on him who is this Animo?" ben asked benni went to back placing his hand on the inter-dimensional door. He was in deep thought looking at the diagnostic of the rooms.

"He was a veterinary scientist, he made small breakthroughs in his field of genetics but was dishonorably discharged and arrested after they found out he was experimenting illegally on animals." Gwen recollected.

"That does not give us much, how about enemies vet scientists get the Verties Award was he in the run in for it?" Ben asked Gwen who got out of her chair remembering something, she walked to her computer to search.

"Yea he was and he lost it to another vet scientist called Kelly…" Gwen contemplated looking up this doctor Kelly. "It seems he has a house here in Washington but he is giving a presentation at… well look at this Kelly industries ego much." She stated looking to Ben a smile crept on his face.

Benni suddenly perked up. "We are missing someone Don-don come here."

"Yes benni. Damn" Don-don stated coming down from the roof of the R.V. landing onto Benni's head and continued sleeping.

"Not him." Benni said his eyes went wide. "Ben where's memry?" he asked as bens face turned into one of shock.

"Umm let's go to the rooms before we continue this little chat okay." Ben said but more as an order if you asked Benni or Gwen. They began filling into Benni's room the giant forest was relaxing to them as Ben proceeded to let memry out of the omnitrix. She was furious.

"WHAT THE HELL!" she shouted at the top of her lungs looking from Ben to Gwen. "You licked your cousin Ben, nasty… man I could understand when you were wildmutt that was instinct but when you changed human-" she was cut off as benni placed his hand over her mouth but she still kept talking even through his hand.

"Well that explains a lot." Benni said leading Ben, Gwen, and Memry out of the room. Memry had calmed down instantly and a look of guilt overcame her face.

"What was that Benni?" memry asked she looked like she was about to cry, benni held up a hand before she could start breaking down.

"Don't worry memry." Benni reassured her. "The rooms were at fault in this case it seems the tachyon particles that the rooms naturally give off messed with the circuitry in the chip I made and it messed with your emotions and attitude." Benni said apologetically to Memry, Ben, and Gwen, but only Memry was paying attention as Ben and Gwen were taken aback by memry comments they looked at each other and turned tomato red.

They came to a stop in front of the museum. There were people running in all directions but they were all running form the museum Ben, Memry and Gwen were the first to exit the R.V. wanting to get out of the awkward situation. Benni stayed behind figuring they didn't need his help. Max was the last to exit the R.V. they all ran up to the museum entrance half expecting Animo to start sending an army of transformed animals at them but to there surprise they saw him lecturing the crowd about how he was about to change the world to its prehistoric history and that the true owners of the earth would once again walk the earth.

"That does not sound good." Gwen stated as the group was running up to Animo.

"Ahh, so nice of you to show up now witness my genius as I revive the rulers of the ancient world." He said aiming his remodeled transmodulator at the mammoth. A bright red flash was seen before Ben said "damn, memry its hero time."

He transformed into a red creature it was at least four times bigger wearing the same clothes as him except his cargo pants were replaced with then Ben it had four arms each arm was lined with toned overly worked out muscles. "Let's see how this two tusked mammoth likes a tussle with four arms." Ben stated charging at the now revived mammoth. Caught off guard it was pushed through the wall of the museum. They began their fight with ben punching the mammoth in the gut, again ben felt like he was seeing things that he shouldn't in the punch he could feel the mammoths interior and pointing out its weak spots. _'Ben what's going on your vitals are off the charts and your brain just got a massive amount of info are you okay?'_ Memry asked Ben. "I'm fine but this mammoth not so much."

Ben lunged into action aiming at the mammoth's weak points but the mammoth was far from letting this creature win it began knocking ben with its tusks swiping his feet to unbalance him he fell to the ground as the mammoth ran to ben planning to impale him through the chest. Ben moved just in time as the tusk dug into the ground where ben was at. The entire tusks sank into the ground from the force behind it as the mammoth pole-vaulted into the air it balanced itself perfectly at a 90 degree angle. Ben smirked as he pulled back his fist knowing exactly were to his. He punched the mammoth in the solar Plexuses braking off its tusks and knocking it unconscious.

(a few moments earlier)

Ben had just pushed the mammoth through the wall. Gwen and Grandpa Max were charging at Animo but were stopped by the giant frog that always followed Animo.

"Dispose of them my pet." Animo commanded the frog as it leapt at grandpa and Gwen. Gwen and grandpa side stepped the frog letting it jump directly into a model stand of a brachiosaurus the bones falling on the frog. Before they even turned to look at Animo he was gone they thought for a second before in unison saying, "T-Rex." They ran to the exhibit only to be stopped by an explosion sound that came from behind them the frog once again leapt in front of them stopping their pursuit.

They lead the frog upstairs where it mobility would be limited and they had a plan on how to subdue it they had lead it into a room full of carpets and curtains waiting for it to enter. The frog had trouble moving due to the low roof and kept hitting its head with each jump.

There was the sounds of a nearby explosion as the frog jumped into the room where Gwen and grandpa were at they had there trap ready and began to let it spring into action they let the first curtain fall directly on top of the frog. The weight was too much for the frog to get up high in its jumps as they let more and more curtains fall on the frog the jumps got lower and less frequent until it finally was trapped under the weight of the curtains unable to move. They turned to leave only fall through the floor a hole had opened in the floor and Gwen saw what she thought was a pair of furry legs fly past them.

(Now)

Ben's ruckus had caused a piece of the ceiling to fall and he saw grandpa Max and Gwen fall down. "Gwen." was all he said before going to save them he caught Grandpa with one hand and cradled Gwen in a pair of his arms. The roof was still collapsing and ben figured that this wasn't his doing he began moving in his bulky form as best he could and managed to escape the falling debris.

Animo had succeeded he looked at his creation and smiled "Beautiful." He called it but it was an abomination the T-Rex he revived was missing huge chunks of flesh around the rib and thigh area it would have begun to bleed out if not for the fact that it had luckily or unluckily revived without working organs and an estimated life expectancy of 24 hours Animo figured as he got on top of his work and had it run through the wall into the direction of Kelly industries.

Ben had carried the group into the R.V. before the omnitrix timed out he was in his regular form but memry was unconscious on the floor. Everyone panicked not knowing why she had passed out, Benni was the first to react he got her and placed her on bens bunk bed so she could sleep.

"She will be fine since the omnitrix timed out it takes a lot out of her when it runs out of charge." Benni stated.

"uhh benni what happened to the door that was here?" Grandpa mMx asked as he got to the front of the R.V. to drive off going in the direction of Kelly industries.

"I had to take it down because it was messing with memry but I made up for it don't worry right now follow that tyrannosaurus-Rex." Benni said in a playful manner

Ben and the gang had caught up to the T-Rex just as it was about to attempt to eat Kelly. Animo had grabbed a trophy from a nearby shelf muttering to himself "it's mine, I deserve it, I finally got it." He shouted the last part just before Ben and Memry had entered. Ben quickly pulled Memry into the omnitrix as he began flipping through the aliens.

'_I only have about one minute of energy left ben make it count'_ Memry advised Ben he looked to his dial and chose the alien he called XLR8. in a flash he transformed into the blue speedster as Animo got on top of the T-Rex it began to chase Kelly who was running for his life. In the blink of an eye ben had chopped the T-Rex into pieces flinging Animo off side where his Trans-modulator had slipped off and shattered on to the floor. Upon breaking the device had sent a wave of mutating energy all over Washington but it seemed to only affect the mutated and revived creatures the mutated and still unconscious raven had shrunk down, the still paralyzed hamster had also shrunk down and had regain mobility, the mammoth had reverted back to a simply stuffed doll and the T-Rex had turned back into a pile of bones.

(a few hours later)

It was 10 at night and Ben and Gwen were watching the new they sat next to each other and gwen asked the question he had dreaded to hear that day.

"Why were you still licking me when you changed human Ben.

**A.N. sorry for the wait trying new method of relaxation and it was not so relaxing. This chapter is really long because I was pressured into finishing it by my friend who read this. Sorry if the ending here seemed rushed but its not it is a preview of the next chapter.**

**Chapter 11 "Training" day**

**End of Animo Arc Thanks for the wait**


	14. Chapter 14

**Chapter 11 "Training" day**

**Bolded words are for reverberating or alien voices (From Chap 11 Change in POV)**

**_Italicized _thoughts**

**Underlined emphasis or shouting**

**Disclaimer I do not own ben 10 or anything I am writing; only OCS and select stories**

**A.N. filler. Not for squeamish**

It was 10 at night and Ben and Gwen were watching the news as they sat next to each other and Gwen asked the question he had dreaded to hear that day.

"Why were you still licking me when you changed human Ben?"

Ben had a was despairing internally but kept a cool face as he looked at the small T.V. screen the news was Animo being dragged away from Kelly industries he was mumbling. "It should have been mine… I deserve it… I should have been mine" in his hands he held a destroyed trophy. Ben shook his head at him felling sympathy for the deranged doctor.

"Ben answer me." Gwen demanded, she was staring daggers at Ben. He sighed.

"The reason I was still licking you was because..." _'I love _you' he was about to say until he fought against it "because I was still running in hero mode and the last one was to piss Benni off." He responded coldly as he mentioned Benni's, name going off to bed. Gwen simply sighed exasperated by her annoying cousin, _'It felt good.'_ She thought of telling him before she turned off the T.V. walking off to bed.

Gwen's eyes went wide. "Wait why did you want to piss Benni off?" she asked looking at bens back his shoulders visibly tensed.

'_Damn I have said too much'_ Ben thought he looked back at his cousin, his love interest who by cruel fate where related, he could not stand to see her with those pleading eyes wanting an answer he just couldn't give. "He rubs me the wrong way; don't get me wrong I would trust him in a fight but that doesn't mean I have to like it." Ben answers half truthfully. _'Yeah that's the reason why Ben.'_ a voice in his head said to him. The answer was enough for Gwen as she walked away now in front of Ben looking at the bunk beds with clear disdain.

"Man I wish we still had those huge rooms." Gwen complained.

"It couldn't be helped memry was acting weird every time we went in there." Ben stated.

"Not those why do we have to stay in the R.V. when we could stay in the hotel?" Gwen continued complaining

"Well we just appeared in the news about placing benni in danger and destroyed a recently open mall do you really want to go back to the hotel with the employees trying to get buddy, buddy with the boss? " He asked in a sarcastic tone but everything he said made sense to gwen she didn't like it but it made sense.

"Well it looks like it's back to these small bunks." Gwen said as she entered the bathroom changing into her pajamas. Ben was outside changing from his white shirt with the black streak going through the middle and into a simple white t-shirt pulling down his pants he changed into a red short with a black stripe going down the calves. The shorts reached down to below the ankles just like Ben likes them to.

"At least you have room to move memry has to sleep with me in my bunk." Ben interjected he started climbing into his bunk before Gwen pulled him down. "What was that for dweeb?" Ben asked pissed at his cousin's rude action.

"You can't sleep up there." Gwen said flustered at the thought of her cousin hugging up against another girl in his sleep. _'What if she tries something? What if she tries to kill you in your sleep?'_ The question floated in her mind but before she could say anything Ben raised his hand obviously a 'stop talking' gesture with a smile on his face.

He said one word. "Jealous" Gwen scoffed at the word

"No." she finished climbing into her bottom bunk trying to drift off to sleep, trying.

(2 hours later)

Gwen couldn't fall asleep, she was about to go for a walk in Washington before a sound caught her attention, someone was moaning. Gwen eyes open to the size of saucers as she found that the sounds were coming from above her, the next few words uttered broke her heart.

"Ben right there keep going." It was memry Gwen knew her voice anywhere she was about to begin crying until she heard Ben snore now Gwen's surprise and pain was replaced with anger and killing intent.

She jumped out of bed to see Ben sleeping he was audibly snoring indicating he was truly asleep but his hand were moving they were passing over a silhouette that Gwen figured was Memry she was straddling Ben rubbing up on his bulge through his pants. Gwen's eyes went wide with shock she saw Ben shirt thrown to the side his hands exploring Memry's body, his right hand was fondling Memry's left breast while his left hand was kneading her right breast. Memry turned to stare at Gwen her eyes the only thing visible in the gloom of the night made Gwen shudder they were a green color just like hers. Gwen thought if she saw her whole body it would be exactly like her. She was about to back away and run to Grandpa Max before Memry got off Ben who swiftly moved pinning Gwen to the floor.

"Don't even try it Gwenni." Memry said at a now immobilized Gwen. "You're going to hate this I bet… no you're going to hate this definitely." She said

Gwen face was pushed down onto the floor so she could not talk back. To her surprise she noticed that Ben was still asleep snoring even though he was in a seated position. It was then that she noticed Bens bulge was rubbing against her ass; he was straddling her with memry looking. _'It's a dream, but I would never Dream of Memry unless I was choking her.' _Gwen thought. '_Oh my god Bens not goi-' _She was cut off as Ben pulled down her pants to reveal her pink panties.

"Don't worry; I won't hurt you or more as I can't hurt you." Memry said as she looked at the scene unfolding before her she smiled at what she was about to make Ben do. "Don't you think this is perfect, I really have to thank Benni for changing a lot of things in this old Rust Bucket." She began to monologue like every clichéd super villain. She pointed to the curtain that separated the bunk beds from the main part of that R.V. "That curtain there for instance is quite an awe inspiring marvel, it cancels noises so even if you scream at the top of your lungs no one but us will hear you." She continued on. Ben was now rubbing Gwen's butt with his right hand pinning both her arms above her head with his left. _'He is so strong'_ Gwen thought before moaning into the floor as Ben rubbed his right thumb against the entrance of her womanhood still rubbing her butt with his right hand. "That Ben there is under my complete control he won't hurt you but I will let him have some fun with you." Memry finished.

Ben had started to insert his thumb into Gwen's womanhood before his arm shuddered to a halt. Memry's eyes widened in surprise Ben was resisting her, although she noted it was only his thumb that stopped its ministration not his hand that was kneading Gwen's butt. "AWW looks like he won't take your virtue… well, not now anyways." Memry said looking at the cousins as they lay on the floor, she really wanted in but she had to make Gwen enter in this or her plan would not work. "Fine you can do what ever you want Ben… just don't push her too far." Memry smiled deviously, letting Ben off his leash and let his hormones take over.

Ben had pulled Gwen's panties off just enough to reveal her curvy butt, Ben was asleep running only on instinct and suggestions that memry had placed in his subconscious you could say he was acting out his dreams. He was pulling down his pants, boxers and all. Gwen simply stared at the floor giving up on struggling to escape Ben was stronger than her and she did not really want him to stop but she had to make it look like she was trying to break free or Memry could put two and two together. Ben was grinding his erect member in between her butt each grind sending shivers down Gwen's spine.

Memry was looking at the scene with lust filled eyes. _'I have to hold back, need to concentrate on Ben.'_ She thought to herself trying to keep from pouncing on Ben. She knew she couldn't hold out for long so she had to be quick she waved her hand sweeping it across the air sending a command to Ben. He sprang into action in one swift motion he inserted his member into Gwen, her eyes went wide as she flung her head back in half pain and half ecstasy. Ben sliding into her, Gwen was trying to silence her moans failing but keeping it out of ear-shot of Memry.

Gwen could feel Bens member enter her until she felt Bens pelvis pound on her, skin on skin contact made the experience all the more pleasurable to her. Sleeping Ben started feeling up her body with is free hand, she was still pinned with her hands over her head, Ben was running his finger over her body pulling up her PJ's so that, first going to her stomach he started playing with her bellybutton, next pulling his hand back to let her PJ's fall to her waits passing his hand over her PJ covered tits just grazing her nipples, much to Gwen's annoyance he simply passed them going further up resting his hand on the nape of her neck massaging it Gwen let out a moan of pleasure, Ben quickly moved his hand inserting a finger into Gwen's mouth her lips closed on it tasting Bens hand, while his member was slowly straddling her butt feeling the heat radiate off Bens body was almost too much for her she was nearing her climax and she could feel Ben pick up the pace of his thrusts she could tell he was close too and this scared Gwen. She stopped sucking on his finger asking "Wait he's not abou-." She was cutoff as Ben released into her sending Gwen in her own orgasm, not wanting Memry to hear her moan she started biting down on Ben's finger HARD. Much to Gwen's half dismay, half bliss, even though Ben had just climaxed he still snored sound asleep but with a smile across his face. Ben was still climaxing inside Gwen's butt, still thrusting into her like a wild animal he continued for 7 minutes before Gwen began getting lightheaded. Memry had gotten off Ben's top bunk and started walking to Ben. With a sway in her hips she stepped in-front of Gwen who looked up to see Memry hover over her form on the floor. Memry looked to Gwen she was drooling, her eyes where nearing unconsciousness and her breath was coming out ragged Memry kneeled down in front of Gwen nearing her ear she whispered something that made Gwen's face flush with horror and rage but she was tired and slipping slowly into sleep, "NOOOO…" was all Gwen could say as she passed out still in her orgasm.

The night Washington air was cool on Benni's face but he was anything but happy he felt the Rust Bucket jerk a few times but with a lack of noise that should have accompanied a shaking vehicle. He was fuming but decided there was nothing he could do. "Man this universe sure is complicated." He said to himself but Don-don fully awake and just as angry was perched on his face covering his eyes.

"You could go down there and stop it." Don-don stated trying her best to keep form swooping in and destroying Memry.

"No, I've mind wiped them 8 times since the start of this vacation this is obviously the universe saying "this is going to happen"." Benni stated sighing. "I was going to have them get together but I wanted more drama you know this is a big scandal in any book but really I could have been bigger."

"You have a twisted sense of fun you know that?"

"Hey they are lovers that where caught in bad circumstances I am just getting them to open up but this is so anti-climactic if you asked me." Benni said getting up from the R.V. "come on I have work to do and I am not leaving you here alone." He told Memry grabbing him by the wings so that he wouldn't fly away and interrupt the scene inside the R.V. Benni disappeared leaving only a cloud of dust where he once stood floating down into the R.V..

Memry was riding Ben. His member entering her womanhood reaching all the way inside her making contact with her uterus she was screaming his name with a passed out Gwen next to her. Memry had been Straddling Ben for a few minutes his and her pace started getting hectic. Memry had kept her promise and let Ben take her virtue. She loved him from the bottom of her heart and was glad that he was the one who took it. The moment was short lived as a strange dust cloud entered the room.

Ben was asleep but his teeth were gritted together he was nearing his end Memry simply picked up the pace her pussy clamped down on Bens member sending him into climax, he let out inside her letting his seed soak into womanhood. Ben stopped moving huffing out gasps of air. Memry's eyes shot open. _'Crap he's waking up, not now'_ she thought before the dust had reached down to enter her nose. Memry had passed out ben quickly following when the dust reached his nose. There everyone lay asleep on the floor Ben was spent Gwen was passed out and memry was satisfied the lay there peacefully all caught in the throws of bliss, for tomorrow would be hell.

"WHAT IS ALL THIS" a voice called out. Ben and Gwen shot up from the bunk.

"GRANDPA." They shouted together Gwen pulled the covers to her chest recalling the night she shared (?) with (an unconscious) Ben.

"**HAHAHAHAHAHAHAHAHAHAHAHA**." The voice laughed as it clearly dropped octaves until they saw where the noise originated from it was Benni sprawled on the floor laughing tears in his eyes. "You should see… see the look on your faces… it's… it's priceless." He gasped laughing. Ben and Gwen looked to each other and quickly jumped out of Gwen's bunk both hitting their heads on Ben's bunk, sending benni into another tizzy of laughs quickly cut off by Donna entering from behind the curtain.

"Benni stop laughing I send you in here to wake them up but what do I find is you laughing on the floor. Come on you lazy bum." She finished lightly kicking Benni in the ribs. Lightly being the term she and Benni used. Ben and Gwen heard an awful crack that made their stomach hurt.

"Fine Donna Fine." Benni said before turning back to Ben and Gwen they had turned red in the face.

"Get off my bunk dweeb." Gwen said pushing ben off her bunk he yelped as he fell to the floor. "How did you get on here you dweeb?" she asked flushed hoping the answer wasn't what she thought it was.

"Simple I put him there sorry." Benni answered Gwen audibly sighed in relief as she thought Grandpa Max had caught them. Benni had his hands clapped together as he repeatedly said sorry. "If I knew it would be such a bi-" He was cut off as Ben got up in a huff.

"What's your problem, geek? Why did you push me off the bunk idiot?" Ben asked agitated beyond all measure.

"**QUIET**" Benni shouted a serious look on his face. "Now then the reason I came into your… room… bunk… I don't know what this is, is so that I could tell you guys something but please I am giving you a chance to get some workout clothes on something that won't easily break and you don't mind if it breaks now get up and get ready." He commanded as Ben and Gwen got up and complied with benni's orders.

"Where's memry?" ben asked he somehow knew that memry wasn't in the omnitrix but wondered where she was.

"Outside eating a chess burger I suggest you guy hurry she seems fond of the things hurry up before it's all gone" Donna stated catching Ben's and Gwen's attention, they simply nodded as they turned to get their clothes. A smile spread on Benni's and Donna's lips. Both Bens and Gwen's head shot up in surprise. Benni fell to the floor laughing while Donna chuckled lightly.

"WHO ARE YOU?" They shouted together, their question flicked away as Donna and Ben walked away outside leaving ben and gwen alone and confused. "What the hell just happened?" ben asked before he shook his head and began to undress from his red shorts and black T-shirt Gwen quickly grabbed his hands stopping him.

"What do you think your doing?" she asked as a blush crawled across her face.

"I am changing what does it look li…" ben started before realization struck. He was in a room alone with his cousin a girl and he was undressing in front of her. Ben quickly pulled his hands back and ran to the bathroom clothes in hand.

'_Wait wasn't my shirt white'_ Ben thought before dismissing it and changing

Ben and Gwen stepped out of the R.V. to find it had moved from the streets to the Washington to the road of a highway the nation's capital barely visible from where they were.

"Come on your grandpas back in town looking for part. For and I quote "The R.V. needs a new radiator cap or there could be problems later in the future." We are going into the forest." Benni said leading Ben and Gwen into the forest passing them each a burger donna was nowhere in sight.

They walked for a few minutes before arriving at a clearing it was wide at least 2 miles in radius. Ben and Gwen's mouth dropped as they didn't expect a dense forest like this to have such a big clearing. Benni grabbed ben by the collar of his shirt and flung him towards the center of the clearing.

"WHAT ARE YOU DOING, BENNI?" Gwen shouted surprised at Benni's action.

"training you guys." He said audibly so ben could hear him. Ben collected himself from the floor his shirt was torn around the abdomen section and he was covered in cuts and bruises. "In the mall you did nothing to protect Don-don, you didn't even try to fight Animo." Benni ranted his anger getting the best of him. "I could have killed the hamster before you could say "hi" paralyzed before you could say "hello", but you didn't do anything you simply stared as my friend was being eaten right in front of your eyes." Benni was getting angry. "That why I am going to teach you self defense and provide some goodies along the way." He stated taking a fighting stance.

**Bens POV**

Time slowed Ben looked at Benni he had this feeling before when he inspected the raven that attacked Gwen he saw Benni take a stance his eyes analyzing everything, he saw the muscles stretch, every single body movement from the visible way his muscles tensed to how many skin cells where falling off when he moved. Ben immediately copied the movement even though it looked simple it hurt his whole body But kept form. Benni moved his legs to run but to Ben it looked like he was crawling ben followed suite his 10 year old muscles straining to keep up with his movements. Ben's eyes constantly monitoring Benni's action benni threw a punch into the air. Ben's eyes went wide in shock as the air benni just swung at was visibly rushing towards him. He dodged nimbly but his leg was caught in the blast of air and he spun in mid-air landing on the ground still spinning.

**3RD POV**

It all happened so fast Benni took a fighting pose and instantly disappeared ben had done the same a split second later a crack was heard as ben was flung to the side rolling onto the dirt his leg looked bent out of shape. He was unconscious by the time he stopped rolling benni stood there with a smile clear across his face as the now knocked out ben was picked up by the mysterious girl who entered their car this morning she carried ben away towards the R.V. gwen was to stunned to say anything until benni tapped he shoulder.

"ben was just beaten to an inch of his life go to him and don't worry I will explain everything to you guys later alright." He finished as Gwen rushed to bens side a smile crept on benni's face as he expected the ride to the next town to be anything but normal. Memry had approached benni from behind. "you should really go to Ben alter his body so that he can heal quicker don't hide in the shadows if you cant even hide your killing intent." Benni stated not looking behind him but clearly talking to memry. She humped and walked towards the R.V. _'Man that was fast ben is progressing nicely a bit more practice and maybe he could become my third apprentice'_ he thought gleefully walking with a brisk pace to the shit storm he just made for himself and he couldn't be happier.


	15. Chapter 15

**Chapter 12: Training day Pt2**

**Bolded words are for reverberating or alien voices **

**_Italicized _thoughts**

**Underlined emphasis or shouting**

**Disclaimer I do not own ben 10 or anything I am writing; only OCS and select stories**

**A.N. hey guys sorry about long wait procrastination has hit and now I am just getting out of it. I have found a problem with my story and while I probably have more this one is most evident to me I have ben and Gwen in full blown love but they have only met once and that was two years ago so expecting major romance, not possible. I want at least one aspect of my story that you found wrong because if you don't I will hit a wall. Please don't let me hit that wall.**

'_Man that was fast, ben is progressing nicely a bit more practice and maybe he could become my third apprentice'_ he thought gleefully walking with a brisk pace to the shit storm he just made for himself and he couldn't be happier.

(Story start)

The day had started amazing, the morning sun was rising and a cool breeze was blowing the only indication that something was wrong was the humidity in the air betraying the storm that would come later in the day. There is a light rustling coming from a tree a few feet off from our heroes, they are walking to the Rust-bucket. There is a small glistening from the tree as it looks to a mysterious girl, she appears to be 10 years old except for her bust which looks very much like a 15 year old, she is dressed in a black gown ending just below her thighs with jagged frills at the end a white hoodie deep in contrast to her gown was covering her torso, she was carrying someone, her expression was anything but pleased as she stared at the person she carried, it was a brunet boy dressed in a white shirt with a black collar and stripe going through the center his clothes were torn in numerous places as the woman carried him through the dense forest, a girl walked to her right, said girl was wearing two people walked behind her.

The mysterious girl (Donna) was followed by Gwen and Benni. She was carrying the now unconscious, broken Benjamin "Kirby" Tennyson, he has just fought Benni and was defeated easily, he was covered in scrapes and bruises but nothing permanent and nothing fatal it could have been much worse. Next to the girl stood Memry she was focused on Ben concentrating actually to alter his DNA so that his metabolism could cope with the true nature of his injuries.

"Bens torn up on the inside." Donna stated in a voice soaked in despair. Gwen stopped dead in her tracks and looked at her in confusion. Benni and Donna had stopped walking, as not to leave the girls behind.

"What do you mean?" Gwen asked fearing for the worst.

"I mean he has multiple muscles that have been torn to shreds and even more it like his nervous system has shut down all of his emotional responses." Gwen understood what the nervous system was but she didn't know how it could shut down and how Ben could still be alive. Memry looked back and saw the confused and pained look on Gwen's face and decided to elaborate more. "Gwen… it like if he were awake right now, thank god he isn't, he wouldn't feel anything no pain, no happiness, the closest thing to emotion here is apathy."

Benni had burst into laughter. Memry and Gwen looked at him with rage, _'he caused this, he is going to pay'_ both of them thought. As if reading their minds Benni looked up still laughing.

"Girls don't worry this happens all the time… well every time I showed someone. His muscles were to strained he will be fine. Look he's already 80% healed." Benni said. Memry's face turned into that of utter relief and slight confusion.

"No, this isn't right. I altered it so his healing rate was only 30% more then normal but his muscles that should have taken months to heal." She exaggerates the "months to heal" part to emphasize it. "Even with the alteration, are almost completely healed." She stated with awe.

"Yeah, it's a side effect from the move Ben just used. It helps a lot but he is going to be sore when he wakes up which should be soon so can we please get moving." Benni stated as he began walking cutting in front of Donna as he began to walk donna closely followed forcing Gwen and memry to follow not wanting to get to far from ben especially now that he was injured.

The whole walk benni kept staring behind him to make sure everyone stayed close. He was on edge and he couldn't guess why and that annoyed him to no end. Donna was the only one to notice since the other two were busy looking at Ben which made it particularly hard to carry him. She notice the subtle way he would look at them from the corner of his eyes every few seconds something was bothering him but from his expression she knew he couldn't tell what. _'If you want to hide a truth where do you put it'_ she thought to herself, sighing, she wasn't going to look for what was making Benni antsy, if he couldn't find it she definitely wouldn't find it. Gwen and Memry's looking at ben was starting to piss Donna off so she decided to play a little prank.

Donna faked a trip fooling both Gwen and Memry to unconsciously jump in front of her arms extended crossing their hands in front of her. Memry laughed stopping herself in her faux trip Memry and Gwen expression at the thought of Ben falling was comparable to that of a deer getting caught in headlights. Then she took a second look and laughed harder as they looked like scrunched up ushers the way their arms interlaced each other. Benni had a smile cross his face as he stared at the odd form Gwen and Memry had taken to catch Donna, but the time for laughter was later when he was calm.

Benni's smile returned as they neared the forests edge. He walked up to the door and turned the knob revealing the empty Rust-bucket's interior. They were in the back over looking the kitchen table and the two chairs that stretch across it, the kitchen itself, the beige walls, and the driver's area. The two who the surprise was meant for were distracted by the third person that this present was for. _'OH, well I guess they will be surprised when Max comes in.'_ Benni thought a little disappointed in the lack of reaction but now that he was out of the forest he had calmed down and with the trio distracted one of the three unconscious he lead the to a door parallel to the one they just came through.

Donna had stopped expecting Benni to designate the desired room, shock over came her face as he simply reached for the handle getting ready to open it. She looked for something to hold on to as benni's hand stretched to the knob, but since this was a travel and live R.V. only the kitchen and the table were the only thing bolted down they wouldn't offer a lot of help, despair was evident on Donnas face as she simply accepted her fate as she closed her eyes.

"What are you doing?" Benni asked Donna. Nothing happened as he opened the door and walked in.

'_What__!'_ Donna shouted in her mind. She expected an empty space sucking them in and killing them off but just a normal door. "WHAAAAAAT!" she shouted audible attracting Donna's and Gwen's attention. They looked around and noticed they were back inside the R.V., but dismissed it as they had walked in and not noticed.

"Gwen, Memry. Bring Ben in here." Benni called for behind the half opened door. "Don't worry he has a strong head. It doesn't matter if he falls." This comment confused Donna, Gwen and Memry, as they began to switch Gwen had taken Bens legs and Memry had taken his upper torso. The upper torso weighted more than the legs so Donna gave it to Memry and the lighter legs were given to Gwen, they both began to walk towards the door, Donna hanging back still shocked of where the door would lead. It closed with a small click and Donna released a breath she had not known she had been holding. She was afraid. _'What did Benni do to the R.V. yesterday?' _She thought as she took a good look around the cabin of the Rust-Bucket. The beige walls were still beige, the kitchen still had regular appliances, only difference was a new fridge and a new Pyramidia knife set, she started to look at the table it was still the same even the leather seats were exactly the same the drivers cabin was exactly the same too, but then her eyes drifted towards the back her eyes passed over an oak door that lead into the bathroom she was half tempted to enter and see what was in there before a pounding came from behind her she spun around in time to see the left door fling open with Benni soaring out from behind it landing hard against Donna.

Donna was completely caught off guard as she stared at Benni. Benni's face held his huge goofy grin, a good sign that did not fit into the situation as ben walked out from behind the door steam curling of his fist.

"BENNI!" Ben shouted as Gwen and memry ran behind Ben to stop him from advancing.

AN. I'm back! This story is short since I just felt like ending it here due to my laziness during its making but I promise nothing this short again reading it over I don't feel like I moved the story a lot or barely anything at all . Sooorrry!


	16. Chapter 16

**Chapter 13 Training day Pt3**

**Bolded words are for reverberating or alien voices **

**_Italicized _thoughts**

**Underlined emphasis or shouting**

**Disclaimer I do not own ben 10 or anything I am writing; only OCS and select stories**

A pounding came from behind her she spun around in time to see the left door fling open with Benni soaring out from behind it landing hard against Donna.

Donna was completely caught off guard as she stared at Benni. Benni's face held his huge goofy grin, a good sign that did not fit into the situation as ben walked out from behind the door steam curling of his fist.

"BENNI!" Ben shouted as Gwen and memry ran behind Ben to stop him from advancing.

(Turn back the clock a few minutes)

"Gwen, Memry. Bring Ben in here. Don't worry he has a strong head. It doesn't matter if he falls." Benni called from the now slightly ajar door. The comment confused Donna, Gwen and Memry, as they began to switch Gwen had taken Bens legs and Memry had taken his upper torso. The upper torso weighted more than the legs so Donna gave it to Memry and the lighter legs were given to Gwen, they both began to walk towards the door. The second the door closed behind them Gwen and Memry's grip on Ben loosened as they stared at the huge room around them, it was the size of a regular 1 story house, six times the size of the hotel suite they used last time, from where they stood there was a living room and a full bathroom visible. Their grip on Ben slacked so much from there surprise that he slipped from both of their grips and he collapsed head first to the floor.

"Told you not to worry he will be fine just get him to the sofa without dropping him, okay." Benni said as he walked away to the direction of the slightly ajar bathroom.

"Look at this place it reminds me of my house." Gwen said as a feeling of nostalgia filled her being; she missed her parents she needed some comfort for all the craziness that has happened to her recently, but such a wish was out of her grasp.

"You lived in a house like this nice." Memry commented trying to be nice to Gwen seeing as they had formed a silent agreement of what happened last night, she would attempt to be nice to her. "We should put ben on the couch he is getting a bit heavy?" memry asked although she knew neither one of them wanted to give up the contact with bens exposed skin they had to let him down or risk him slipping again. So they set him down just as Benni walked in with some bandages and gauze.

"Here put these on him." Benni ordered as he passed the gauze and Band-Aids to Gwen and memry

(Enter Bens dream)

Ben dreamt he was back 2 years ago in Gwen's backyard looking at the stars in that moment when they were in their firework type phase seeing Gwen again made his heart flutter he always had this dream before summer vacation started now, this was the third time since vacation started, but just like before summer vacation he noticed that someone stood in front of Gwen pointing at the stars as they lit up the boy stopped pointing and looked at Ben _'This again.'_ Ben thought before he was pulled into darkness leaving him only looking at the boy.

"You have a great destiny ahead of you." Said the boy in a soft tone. "It will be filled with much pain but you can rise above it." Saying again, this time slightly deeper. "You will face much loss and overcome it; you will feel hopelessness AND WILL FIND HOPE IN YOURSELF." Said the boy almost shouting. "IF YOU ARE TRULY THE HERO YOU MUST BECOME YOU WILL FACE A DARKNESS NO ONE COULD IMAGINE, IF YOU ARE THE HERO YOU WILL LEAP INTO THE VOID AND HAVE THE GROUND SHAKE AT YOUR VERY FEET, MAKE DESTINY TREMBLE AT YOUR SPLENDOR" screaming it now quickly quieting down. "You can do all this you have everything you need you have the key to unchain yourself from your own limitation, its dangling in-front of your face Benjamin Tennyson. Take it and show me what you can do." the boy stated before moving forward revealing his face. It was Benni if he was at least 8 he walked forward moving closer and closer to Ben, just when he got in-front of Ben he continued walking. Ben was stupefied by what happened next as Benni phased through him. He quickly spun around to grab Benni and ask what was going on but found nothing only darkness leaving Ben stumbling in the dark before he heard something call his name it was feminine but he didn't know who it was it wasn't Memry and it wasn't Gwen either. It was like a small whisper from across the room, merely the small thought at the back of his mind barely there but audible nonetheless it was saying in a soft yet somehow forlorn voice.

"I want to see you… please save me from Benni's…." Was all Ben could hear before he was suddenly awakened by a sour smell that perforated his dreams?

(Exit Bens dream)

Ben awoke with a start lifting his body off the bed the memory of the dream quickly fading he was met with a pair of lips that smacked onto his. Benni had been overlooking Ben to make sure that he was okay since it was about time for him to wake up, the surprise from when Ben lifted himself off the bed was to sudden for Benni to move and he ended up kissing Ben.

"BUGH!" They both exclaimed, they looked back at each other before screaming. "NOOOOOOOOOO!" they shouted for 10 seconds before Benni's instinct kicked in, he knew he was screwed. Looking behind him he saw that Gwen and Memry were staring daggers at Benni, all he could do was pull a slightly frighten smile before he felt a fist connect with his face.

(Back to the present)

The door in the back of the R.V. was completely blown open but still intact as Ben stepped out from behind it Gwen and Memry holding him back.

Benni was full blown smiling like an idiot completely ignoring the fact that ben hit him and only felt glad that he was out of that potentially deadly situation. He found himself in another more manageable situation or so he thought.

"BENNI! Who do you have trapped? Where is she? What have you done to her?" Ben questioned, earning him a confused look from Donna and Benni, and a shocked look from Gwen and Memry. "She told me you have her trapped where is she?" he demanded grabbing Benni by his collar of his hoody suspending him in mid-air. Benni didn't seem at all disturbed by his comments.

"Ben what exactly did you dream?" Benni asked with a cocked eyed expression.

"I saw you; I saw that you where telling me something… something about my future… something about a great destiny." Ben recounted. "Then there was this voice it was so sad it felt longing but I couldn't tell who it was," Ben paused trying hard to see if he recognized who was the owner of the voice. At Ben's comment both Gwen and Memry's head shot up. "But I just don't know who the voice belongs to." Ben continued; instantly deflating both girls hopes.

"Intriguing; well let's continue this conversation inside before we have to explain why you suddenly punched me." Benni said regretting it instantly as the trio recalled what had previously happened in the living room. Before even a fly could bat its wing Benni stormed off into the door that lead to the house followed quickly by Ben then Gwen and finally Memry, all leaving a stupefied Donna.

'_What the hell just happened?'_ Donna thought as she watched the left door closed. There was a throbbing in Donnas head from the impact from Benni crashing into her. Suddenly she felt alone. _'Benni is gone, where is he? Why am I wearing these clothes? Where am I? … Oh man, oh man'_ Donna thought as tears starting welling in her eyes like a small 6 years old. There was a small flash of light.

"Hey Donna; Get in hear things are getting good" she heard Benni call from behind the door he sounded happy almost gleeful. _'How can he sound so happy with what just happened? He is such a jerk.'_ She thought but still went to where Benni was finding it to be the only option. She went to the back of the R.V. and as she reached the bunk beds she turned to her left to see a door standing proudly and out of place with its wood and metal meeting plastic and shag carpeting, she was mesmerized by what she saw but a low thud made her return to reality and a thought form in her head _'he must have come back.'_ She thought. _'I will kill him if he hurt Benni'_ she suddenly turned and pulled the brass knob and was met with a scene that was all too familiar with the small 6 year old girl.

She was in her house or it was extremely similar there where the three doors to her right and the one room in the left corner, but unlike hers there were no pictures on the wall and the air was clean and not filled with that of tobacco and heavy liquor, but the floor remained the same every time she came home it was always like this everything overturned vases smashed as if a twister had eaten everything and spit it right out. She searched the wreckage for Benni quickly glancing over the destruction before in a room a few feet away the last of the three on the right wall she heard Benni laughing. _'What the hell is going on? Benni is in my house laughing has he gone crazy.'_

She walked slowly cautiously fearing what could lay just behind this door the person she loved the most gasping his final breath or the person she hates the most dying in agony and fear she prayed for the latter. She opened the door and found Benni, Ben, Gwen, and Memry glaring angrily at a tied up Benni. "What are you doing to Benni, you big meanies!?" Donna said earning her the attention of everyone in the room.

Benni and probably everyone were taken aback 'MEANIES'they all thought in unison.

"Donna, are you okay? And why do you look like that?" Benni question surprised Donna had shifted to her six year old form.

"Yeah, I'm fine, but I can't say the same about you." She puffed throwing a tantrum. "Kick these meanie's butts you are sooo strong but you lost to a few kids especially to those lanky girls!" she scoffed. Her comment had earned her the glares from the girls but they kept quite as they were in truth too confused to even comprehend what was going on.

"Actually Donna." Benni started freeing himself from the tight bonds of the rope. "It was that boy right there." He said pointing to Ben. "He is a genius, for instance did you know I showed him how to gather energy in his feet and he copied me instantly, incorporating it so that the energy flow went to his hands." Benni praised Ben. Earning him a glance from Donna.

"He doesn't seem that strong." She interjected. Ben was about to retort before Benni quickly stepped in.

"Oh he is I never threw more then one punch and he already had me tied up he is a quick learner." He said playing along figuring what was wrong with Donna. "Donna, what's the last thing you remember doing with me?" he asked instantly placing a confused look on Donna.

"WHAT ARE YOU TALKING ABOUT BENNI?" She screamed forcing herself to calm down to finish. "You just saved me." She said meekly.

Benni drew a long breathe from his lungs as his face contorted into one of pure rage but only Gwen saw the anger flash in his eyes before he change the expression to one of realization. She was going to find out what that was.

"Oh yeah. Umm Donna, do me a solid and can you please go to the room across this one." Benni said but Donna took it as an order not accustomed to being asked her opinion in ant matters. As soon as she was gone Benni turned to Ben and the girls. "Guys something is seriously wrong with donna." Benni stated. They simply looked at Benni with a face that screamed 'are you serious!' "No I mean that she has regressed her mental-" he paused as he suddenly went green in the face, quickly followed by Ben as the both collapsed on the floor.

Memry and Gwen where caught off guard as two people fell to the floor while they were perfectly fine even with Memry's bio scan she could not find anything physically wrong with Ben. Then it hit them too as they turned green but managed to stay conscious what was that foul and ghastly odor that invaded and destroyed the girls nostrils. The answer came from in unseen intercom and a husky and joy filled voice.

"Kids; dinners ready hope you like octopus eggs and fried leaches." The jolly voice said instantly knocking out the two girls out as he recited the ingredients and only ingredient that he used in the cooking. The only one still conscious was Donna as she shouted

"FOOOOOD!" as she ran to the door leading to the rust bucket interior with a face that practically shouted 'give me seconds... no thirds… maybe fourths too'. She was absolutely happy to receive the feast from the unknown messiah but it was more food then she had had in days.

**A.N. for shame absolutely for shame what exactly has happened to donna what is wrong with her and why is she so screwed up to actually want to eat Max's cooking. Find out next time maybe sooner then later**


	17. Chapter 17

**Chapter 14 Myth (part1)**

**Bolded words are for reverberating or alien voices **

**_Italicized _thoughts**

**Underlined emphasis or shouting**

**Disclaimer I do not own ben 10 or anything I am writing; only OCS and select stories**

**This chapter will focus more on benni and a bit of his past also of a previous life he had to give you a deeper look at what he has gone through and what he remembers.**

**We last saw our heroes' unconscious on the floor and foaming from the mouth. With grandpa max cooking and Donna eating as if there was no tomorrow and she is deeply enjoying the food.**

**(Story start)**

Benni was the first to wake up clearing the drool and foam from his face, he was still green in the cheeks but it wasn't as bad as before. "Come on Ben… Gwen… Memry." He said shaking each of them awake. "We have to get Donna before she starts to wonder where exactly she is." He held back some barf. "Uh come on before she starts to make a mess."

He began leading the trio out of the extra dimensional house into the beige R.V. only to have his almost cleared cheeks turn a deep dark shade of green followed by Ben and Gwen while Memry had passed out yet again. _'Lucky'_ the trio thought as they looked to Memry. They looked around the cabin wondering what exactly grandpa cooked to make such a ghastly and vile smell.

"Oh good you guys came out; now here are your servings have as much as you want." Max stated as he laid out four plates onto the beige kitchen table before seeing Memry on the floor. "Well I guess Memry is still out of it well this is better reheated anyways." He chimed as he placed the still steamy food into the fridge.

"Grandpa is this squid eggs and fried leeches?" Benni questioned. Max was surprised to say the least.

"Yeah it is actually, Good guess Benni."

"No guess, it was my favorite thing to eat in china, but too much bitter root." Benni stated earning him a nod from grandpa, Gwen looked to the dish with pure disgust but it showed only in the pits of her eyes her face was stone cold as to not hurt her grandpa's feelings.

"Yeah I kind of guessed since you know the smell." Max said as he turned on the fan for the R.V. kitchen sucking in the putrid air and replacing it with clean breathable air.

Looking at Gwen Benni saw her eyes and stated. "No problem Gwen, the bitter root is just as it names suggest its bitter and adding too much makes that weird smell but it's actually quite delicious." With Benni's reassurance she looked to the food with hunger now instead of disgust. If Benni said it was delicious it must be.

And with that they ate in silence only to be occasionally interrupted by Donna, a six year old who had suddenly appeared out of nowhere, they ate in complete silence.

"Umm it seems that I have to ask. Who is that girl?" grandpa max questioned not minding the company but still wondering where she came from. Yep total silence.

Everyone stopped eating except Donna, who was working on her fifth plate, where she put it all even Benni himself doesn't know.

"Uh, she's my cousin!" Benni blurted.

"Don't believe it" Grandpa Max stated flatly. "Who is she really?" he asked his gaze zooming on Benni. The pressure was on.

"This girl is the daughter of a… close friend that lives near here." Benni stated meeting Grandpa's inescapable gaze.

"That I can believe. Why is she here?" he asked clearly knowing more then the others.

"I see you still did some research on me." Benni stated coldly. "Donna can you go play in the living room." He coaxed the little girl to leave into the dimensional house and closed the door. "I was lost, back in those days I was looking for a way to die. Wandering from city-to-city, state-to-state, country-to-country, nation-to-nation, continent-to-continent, and her mother, she lived in turkey." Benni said not meeting any of their gazes. That was a shock even to them. Benni continued as he felt a surge if an unknown emotion. "I met her mother there while I was wandering, I had finally found a cliff, and it had a nice view, with the perfect sunset. A few steps and I would have been a goner" he reminisced they didn't say a word as his eyes began to glaze over and turn pink. "Then of course she comes and slaps me across the back of the head shouting at me 'WHAT IS A LITTLE KID DOING SO CLOSE TO THE EDGE DON'T YOU KNOW YOU CAN FALL, COME HERE!' she scolded me very thoroughly right there." Benni's eyes turning red Ben Gwen and Max looked at Benni with pity? Sympathy? He couldn't tell and he didn't care. "Then she dragged me to her car giving me a thorough beating." He laughed at the memory even if the laugh sounded hollow and broken. "She may have been the only person on the planet to ever do that to me. After that she gave me a talking to of how life is sacred and everyone was precious from the largest elephant to the smallest ant, I don't know what it was in her words but something in me clicked I didn't want to die anymore but live 'to save people and help them really help them'" he said quoting Ben, mimicking his voice. "Later she took me for some cubic, multi colored sweets dusted with icing sugar I don't know what it was called. It was one of the few times anyone besides my mom ever treated me to something sweet with pure generosity in their heart. That was where everything went south in the process of eating she brushed her hand against my mouth to wipe away some of the dust that collected at the corners of my lips and then I saw something that still haunts my dreams today; a totaled car, a river of blood, and the air was heavy with tragedy and insanity. I told her what would happen. 'She would die in an accident caused by the one she loves the most' I don't know why I told her but I just did…; Huh she told me she knew she would die that way." Benni choked it was too much but he had to continue he had to tell someone anyone of this burden he bore. "After that I had found Donna amongst the wreckage when the accident happened. Hence how I found and protected her. I could not stop that from happening, I pleaded with Donna's mother but she wouldn't listen, she told me, "her life was full of torment but with her death her daughter would find peace in someone."" If Benni didn't sound desperate before he sounded like it now. He was trying, mostly to himself, to confirm that what happened wasn't his fault, it wasn't, but not in his eyes. "It hurt me to know that this woman was willing to die for the sake of her daughter, which only made the accident that much worse and that harder to forget." Benni was crying silently a single tear slipped down his cheek, flowing to his chin and pooling at the base, it hung there for a minute before cruel gravity tore it to the floor. "But the hardest part and the greatest part is the Donna is the spiting image of her mother, it serves as a reminder of my greatest happiness and my greatest failure, the highest I ever rose and the lowest I have ever sunk…" Benni couldn't continue he was crying freely now a river of tears that seemed endless as a steady drip was made at the base of his chin. There was a silence in the room, the rust-bucket seemed to age around Benni, as if reacting to his story, the walls grew darker, the seats paler, and the floor turned an unnatural red everything seemed depressed and sad.

Gwen had a lump form in her throat she had known benni for a little over a year he always had an air of mystery around him he held himself regally like a king or a leader but here he looked vulnerable as if from a simple touch he would break apart never to be fixed again or maybe he was already broken. Max looked to the boy with sympathy a death, a preventable death was a heavy burden, he knew he had that same burden but never with someone who had made such a difference in his life, then and there he counted his blessings. Ben was just the same he could not for the life of him find the courage to even look benni in the eyes he had been jealous of benni the smooth seemingly all knowing benni and here he was speaking of a time he had doubts of when he had uncertainty that was not the benni he knew and that definitely wasn't the rival he had come to hate and admire. That had to stop.

"BENNI ARE YOU SERIOUS!" ben shouted at him shocking Benni, Gwen, grandpa, and waking Memry who was still on the floor in the process. "YOU LOST ONE LIFE AND GAINED ANOTHER A REBIRTH TAKE THE ADVANTAGE YOU HAVE A REASON TO LIFE YOU HAVE A PERSON TO LIVE FOR THAT LITTLE SIX YEAR OLD IN THE LIVING ROOM IS LOOKING TO YOU AS AN UNBEATABLE MAN AND HERE YOU ARE CRYING LOOKING WEAK AND HELPLESS THAT IS NOT THE BENNI I KNOW THAT IS NOT THE BENNI ANYONE HERE KNOWS." Ben shouted.

"AND WHAT DO YOU KNOW OF ME? HUH? BENJAMIN!" Benni shouted right back. The tears had stopped the sadness and depression to be replaced with rage

"I KNOW THAT YOU ARE BRAVE, SMART, AND STRONG BEYOND ALL FORMS OF REASON, I KNOW A BENNI THAT WOULD SOONER LAUGH IN THE FACE OF THE DEVIL HIMSELF JUST FOR THE HELL OF IT, I KNOW A BENNI THAT WOULD STICK HIS HANDS DOWN A MONSTERS THROAT JUST TO SAVE HIS FRIEND, A BENNI THAT IS CONFIDENT, AND SMART MOUTHED." Ben finishing he huffed panting tired and above all embarrassed at what he just said sure it was cool but not really his style to be the voice of reason.

Benni grew that internal grin he would never tell it to them but he had just been saved again by a ten year old and a little shouting he was happy now then he had ever been. A tear slipped from his face, it was one of joy, and it felt great.

(A few hours later)

Benni was back inside his forest in the lower branches of a tall oak it was sturdy enough to hold 6 time his weight but relatively close to the floor but it was situated on a hill at the fringe of the forests territory so he could overlook the entire forest it was only a few miles from the door back into the rust-bucket.

Things had gone better then Benni expected. Gwen was tearing up she looked sad it hurt him to see her like that. Ben was the same tears in his eyes looking angrier and disappointed the look was regular but still made benni sad. Max had a stone face on probably remembering some bad war stories; hell knows how many he has. Memry had the blank and confused look as any would expect, she had just woken up. Emptying out his heart of one of his many burdens had tired him out and he wanted to sleep and so he did. Oh, how he would regret it.

(Enter Benni's dreamscape)

He was moving faster and faster, 50 MPH (mile per hour) 70, 100. He loved the rush, the blur of the moving landscape it seemed metallic and gleamed with the stars burning on the horizon. This wasn't his body it was a past one a favorite if you asked him, it was robotic completely autonomous following only his will if he had to compare his current form to something on earth it would have to be a Camaro but 2 times larger then any on earth. The whole memory came flashing back, what he had to do, what would happen, and best of all how it would end. But this was a memory he couldn't change it no matter how much he wanted to. And he really wanted to. He felt his wheels screech on the metallic surface the smooth metal compacting slightly under his weight, the brush of the wind on his outer hull it was the greatest rush. He was about a few seconds from the destination; inside he smiled this part he remembered clearly.

He drove 150Mph right off a 90 degree fall the moment he was in the air it blazed alive with weapon fire mostly concussion and energy weaponry, he dodged it all! It was an obvious ambush set up specifically for him, he started to transform from his vehicle form into something loosely humanoid he had two legs two arms a head a chest and that is where the similarities end instead of skin he had sheets of a pitch black metal covering his arms legs and chest at his shoulders slight spikes poked out the joy of the coming carnage was too much for him to bear. He let a beast out a monster that wanted nothing but untold destruction and mass genocide on a cosmic scale, for starts. But even he had his directions and Benni made sure not to harm what he came to protect.

He landed with an audible thump everyone heard it, even with all the weaponry fire that blasted around him. From the kneeling position from when he landed he began sprinting towards the horde of robots laid before him his arms transformed into that of dual-handed claymores one for each arm, any other robots arm would have snapped form the weight but not his, the sharpened edges glowed with a white blazing light they were not for show his blades measured at a temperature of 500 degrees Celsius the vary air around him flicker with sparks and small fires floated around him, he swung them as if they were tiny broadswords. He jabbed them into the breast plates of two robots with unfortunate luck of being to close and slashed upwards from chest to head a clear blue fluid was streaming from the gashed area splattering benni and those a few feet around him like a shower. That was the spark that set his demon free.

What happened next could only be explained as biblical benni was slashing his enemies one after another his blades glowing brighter the demons smile grew and grew but turned into a scowl as he realized.

'_Blades are an honorable death.'_ With that one thought he retracted his blades into normal mechanical hands and did something that any would think crazy, he fought bare-handed. _'A dogs death is what they deserve'_ the demon thought as he thrusts his hand forward ripping a robots throat out, his empty hand charged another straight through to the robots spine tearing off his head and throwing it to one of its comrades. He was a monster he swung a punch through the exterior armor of a bot and pulled out it power source crushing it in his hands.

It was a gruesome sight, but everyone can find beauty in any tragedy or occurrence. In the distant no more than 3 miles stood a lone bot, unlike his counterparts below him he literally glowed with energy and power he looked and saw the scene admiring what he saw, the loner stranger taking on the army, as Benni became covered in wounds, from the bots perspective, he thought Benni was an angel that should have fallen to earth, but there he flew with a majesty that would make spines crawl and mouths open in awe, Benni fought alone tearing, ripping, and dismembering his enemies with just his hands. while he was being slashed and shot, he was slowing down but the army was thinning out. He could not fight forever but his enemies could not live forever either.

Benni had fought for hours before he fell to his one knee only thirteen enemies remained. _'So close just a few more he thought…?'_ sleep tempted overtake him the beast was tired and so was he.

"HHAAA, is this the end I die protecting something. HAHAHAHAHAH, it is a better death then being covered in energon and dying on a whim." Benni gasped to himself but the thirteen around him heard.

"Why have you killed so many of my brothers?" one of them asked. Benni recognized him as the one who deliver the blow that placed him on his knee.

"You all run around this land trampling on everything." Benni gasped, his vision was fogging up. "You pay no head to the lives you destroy everyday… the…there are creatures on this planet! Yo…you suffocate them terraforming this world that was once fertile and green land, into this silver and metal landscape!" he heaved, both knees touched the ground.

"It is our mission transform the world so that our species may thrive it was a directive given to us by our creator." The robot spoke again as he neared his spear to Benni's head. The remaining 12 robots looked to each other with slight worry in their face.

'_Hell if this is my last moment in this world I don't want to look at this Trilobite like face'_ Benni thought he mustered all his strength to look at his left he looked passed all the carnage, passed all the body parts and blood, and he looked at a spot in particular. There it was the thing he killed for in a planet that is being covered in metal and with its lands ravaged there stood a lone tree, it was young just starting to grow into its bark. It was small but it was interesting to see how a tiny tree could survive on this planet, Benni would have loved to see it, if his life wasn't about to end here.

"LIES!" shouted the lone robot. "I never gave such an order!" he roared gaining the attention of all 13 robots Benni himself looked towards the noise. "What is the matter with you my children? You know your brother faulted yet you follow him." He said in a cool and calm voice which if possible was more powerful and commanding than his shouting.

"Forgive us…" They pleaded kneeling and prostrating before the blue glowing bot "Primus!"

(Exit Benni's dreamscape)

"well that was a good dream… better than my other ones… fine it wasn't that good but it wasn't that bad either." Benni spoke to no-one in particular.

(50 minutes prior)

Ben Gwen memry and Benni had gone into the living room to find that donna was sleeping on the couch with six tubs of ice cream around her they were all root bear and chocolate.

"Oh my god HAHAHAHA!" Benni burst out in laughter.

"What's so funny?" Ben asked with the girls equally perplexed.

"Donna… can…can't handle Root BEER!" he gasped trying to restrain his laughter. "She's funny when she's wasted on root beer!" he laughed but took a moment to look at the clock at the far end of the living room. "It's midnight so the root beer will still be in her system in the morning… this is going to be fun." Benni said aloud earning him a scolding look from Ben and Memry and a worried one from Gwen.

Benni picked up Donna bridal style and began to carry her off to their bed room when Ben asked. "Where are our rooms?"

"Oh right!" he pointed to the wall perpendicular to the exit into the Rustbucket, and moved his finger towards the last door furthest from the exit. "That's Gwen's room." He pointed to the door closest to the exit. "That's Memry's room" he pointed to the middle, the smack dab middle, between the other two doors and state flatly. "That Ben is your room, OK." He turned around quickly and strode to his room before he stopped abruptly. "Memry, Gwen can you two come with me I swear I need your help with something?" he said with a slight blush in his face.

(A few minutes later)

Ben was in his bed tossing and turning but unable to go to sleep. For him it was too hot for the covers so he had folded it to the furthest end of the bed and they were believe it or not folded into a perfect rectangle. He was restless as he looked from corner to corner noting how the bed was huge with room for at least 4 people, how it was adjacent to the door leading into the living room and how the two walls parallel with the bed looked empty to him but his instinct told him there was something there. He had a problem something was on his mind a question that had to be answered and he knew just who to ask. As he rose from the bed he was suddenly hit with a wave of sleep and was snoring before he landed back on the bed.

Two doors appeared on the opposite ends of the bed; Ben lay there as Memry and Gwen stepped in through the door. Memry had assumed her more Gwen appearance, and Gwen had a glazed look on her face; it was as if the light were off, but there was someone in the house. They both approached the bed; both had a smirk on their face at what they were about to do, shaking with excitement.

They both extended their hands and while Gwen pulled and Memry pushed they managed to put Ben in the center of the bed. They both had a sultry smile curl up on their face as they entwined their arms around Ben as they both let sleep take over and their mind wander to what ever beautiful or exotic dream they wanted.

(30 minutes later.)

Ben woke up with two beautiful girls clinging to him, one his cousin and another was a part of him, weird. They clung to him lazily and loosely signaling that they were asleep as Ben wiggled out from there loose grip he wanted to just rest there with those two beautiful girls but there was a question that gnawed at his brain and he needed it answered. He got up from the bed and began his trek into benni's forest. Oh what he would find woe what he would learn.

**A.N. This story took WAAYYY longer then I thought possible for a chapter I am truly sorry for this to my fans also if you have kept reading this fic thank you.**

**P.S. lick to give props to ultimate10 for giving the transforms idea here honestly if you didn't figure it out go shot yourself also to GreenNightStar whose writing inspires me to go and just write anything. **


End file.
